These Terms and Conditions, the Privacy Policy posted at: boltwell.com (the “Privacy Policy”), and all other terms and policies posted on boltwell.com (the “Site”) (collectively, the “Terms of Use”) govern your access to and use of the Site, Software (as defined below), and Services (as defined below) made available by FTW Technologies LLC or its Affiliates (collectively, “FTW” or “we” (and all of its derivations)). PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND FTW. BY ACCESSING OR USING THE SERVICES (INCLUDING THE SOFTWARE) OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE AND ALL OTHER RULES, POLICIES, AND PROCEDURES RELATING TO THE SITE, SOFTWARE AND SERVICES AND YOUR USE THEREOF THAT FTW MAY PROVIDE YOU FROM TIME TO TIME. IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES OR SOFTWARE.

The Site, Software and Services may be used only by businesses. The Site, Software and Services are only intended for use in the United States.

“You” (and all of its derivations) means you individually and any person acting as your agent, under your authority, or with your permission and, if you are accepting these Terms of Use on behalf of a company or other legal entity, that legal entity. If You are accessing the Site, Software or Services on behalf of an entity, You hereby agree to these Terms of Use on your behalf and on behalf of such entity. You represent and warrant that you are: (a) at least 18 years of age (or the minimum age in your jurisdiction for entering into a binding contract); (b) capable of entering into a legally binding agreement; and (c) acting on behalf of a business with a valid Tax ID number. Each of FTW and You is referred to herein individually as a “Party” or collectively as the “Parties.”

PLEASE READ: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION AGREEMENT REQUIRING ANY DISPUTE BETWEEN YOU AND FTW, SUBJECT TO LIMITED EXCEPTIONS, TO BE RESOLVED BY FINAL AND BINDING ARBITRATION AND REQUIRING YOU TO FOREGO JURY TRIALS AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND. BY AGREEING TO THESE TERMS OF USE, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND EXPRESSLY AGREE TO THE MANDATORY ARBITRATION AGREEMENT.


1. DEFINITIONS. Capitalized terms not otherwise defined in the Terms of Use shall have the following meanings:

1.1. “Affiliate” means, with respect to any Party, any other entity that directly or indirectly controls, is controlled by or is under common control with that Party.

1.2. “Authorized User” means an individual with an email address that has been authorized by You and FTW to access and use the Software under the rights granted to You pursuant to the Terms of Use.

1.3. “Confidential Information” means any and all information, data or material, that is disclosed or otherwise made available, in any form whatsoever, by a Party or any of its Affiliates to the other Party or any of its Affiliates in connection with the activities contemplated under the Terms of Use and is either designated as “Confidential,” “Proprietary” or some similar designation, or would reasonably be expected to be confidential under the circumstances. FTW’s Confidential Information includes the Software, Upgrades and the Tools.

1.4. “Documentation” means any documentation, user guides, manuals or instructions that FTW provides to You in connection with the Terms of Use.

1.5. “IP Rights” means any and all: (i) rights associated with works of authorship and copyrightable works (including computer programs, software and source code), including exclusive exploitation rights, copyrights, mask work rights, rights in data and databases, and moral rights; (ii) rights associated with trademarks, service marks, trade dress, logos, corporate names, domain names, trade names and similar designations of source or origin, together with the goodwill symbolized by any of the foregoing rights; (iii) trade secret rights and rights in know how and other confidential information; (iv) patents and industrial property rights; and (v) all other intellectual property rights, in each case whether registered or unregistered and including all registrations, applications, renewals, extensions, combinations, divisions, continuations, continuations-in-part or reissues with respect to any of the foregoing and all similar or equivalent rights or forms of protection in any part of the world.

1.6. “Services” means the hosted software services described in these Terms of Use, or otherwise provided by FTW under the Terms of Use to or for the benefit of You, including the Site, Software, Upgrades, Documentation, and any maintenance or support services otherwise provided under the Terms of Use.

1.7. “Software” FTW’s proprietary the BoltWell software program and any Documentation thereto.

1.8. “Suggestions” means all feedback or suggested improvements, ideas or modifications that are provided to FTW.

1.9. “System” means all computers, devices, servers, hardware, software, firmware, networks and other infrastructure, whether owned, leased or rented by Party or its Affiliates, or as applicable, any such third party, or otherwise provided for the benefit, or under the control, of any of the foregoing.

1.10. “Tools” means any software development tools, know-how, general skills, methodologies, processes, technologies, algorithms, software or other materials embodied in the Software, generally used and/or made available by FTW in its business which were created by or on behalf of FTW or its licensors.

1.11. “Upgrade” means any updates, upgrades, improvements, enhancements, modifications, derivatives and new releases of the foregoing major or minor version release, revision, substitution, upgrade, error-correction, change, enhancement, amendment, replacement, improvement or modification to the relevant Service(s) or any portion thereof.

1.12. “Usage Data” means any information, data or other content derived, collected or generated by or on behalf of FTW related to the operation or usage of the Services (including all usage data, navigational data, access data, performance data, statistical data and metadata). Usage Data does not include Your Data.

1.13. “Your Data” means any information, data or other content that is submitted, uploaded, transmitted or provided, directly or indirectly, by You or an Authorized User for use in the performance of the Services or that is derived from processing such information, data or other content by or through the Services. Your Data does not include FTW IP, Usage Data or any other information, data or other content reflecting the access or use of the Services by or on behalf of You or any Authorized User.

2. MODIFICATIONS TO TERMS OF USE. FTW reserves the right, at FTW’s sole discretion, to change, modify or otherwise alter these Terms of Use at any time by posting a notice on the Site or by other means of electronic communication. Unless otherwise indicated, such changes will become effective immediately. It is your responsibility to review these Terms of Use periodically for changes. Your continued use of the Services following the posting or other provision of any updated Terms of Use will constitute your acceptance of such updated Terms of Use and those updated Terms of Use will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Use in effect at the time of your use.

3. ACCOUNTS. In order to access and use the Services, You must register for an account (“Account”) and designate an Authorized User. When registering for an Account, You must (a) provide true, accurate, and complete information and (b) establish a username and a password. You must maintain and promptly update such information so that it is accurate, complete and current at all times. You are responsible for keeping your Account password confidential and secured and for all activities that occur through your Account, whether or not You have authorized them. You will immediately notify FTW of any unauthorized use of your password or Account or any other breach of security related to the Services. FTW will not be responsible for any loss or damage arising from your failure to comply with your responsibilities and obligations under these Terms of Use or from any activities that occur through your Account.

4. LICENSE; MODIFICATIONS.

4.1. License. Subject to the terms and conditions set forth in the Terms of Use, FTW hereby grants You (and your Authorized Users solely on your behalf) a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely in connection with your business and Your Data and to transmit data related thereto, in each case in accordance with these Terms of Use. Such use is limited to your internal use. You and your Authorized Users shall access and use the Software solely through the login, Citrix and/or VPN environment made available by FTW. Your total number of Authorized Users will not exceed two (2), except as expressly authorized by FTW in its sole discretion. All use of FTW’s and its licensors’ trademarks, service marks, logos, and other indicia of origin hereunder shall inure to the benefit of the owner thereof.

4.2. Reservation of Rights. FTW has and will retain sole control over the operation, provision, maintenance, and management of the Site, Software, Services, FTW Systems and Usage Data. FTW reserves all rights not expressly granted to You under Section 4.1. You understand and agree that the Site and Software are and shall remain the exclusive property of FTW and its third-party licensors. As between You and FTW, FTW owns and shall retain all right, title, and interest, including all IP Rights, in the Services, Site, Software, Tools, Upgrades, the look and feel of the Site and Software, FTW’s and its licensors’ trademarks, service marks, logos, and other indicia of origin in used connection with the Services, the Usage Data, and all proprietary information and know-how of FTW and its licensors incorporated in or used in the provision of the Services (collectively, the “FTW IP”). To the extent any portion of the rights, title or interest in and to the FTW IP vest in You, You hereby irrevocably assign to FTW all right, title and interest in and to such portion of the FTW IP together with any IP Rights thereto. You shall not, nor allow any third party, to make any use or take any actions with respect to the FTW IP that are inconsistent with the ownership rights of FTW. You understand and agree that the Software is not available for purchase under the terms of the Terms of Use.

4.3. No Support Services, No Hosting. You agree that FTW has no obligation to provide any bug fixes, Upgrades, maintenance or other technical support relating to the Software. FTW has no obligation to update, store, host, provide back to You, correct or maintain Your Data or any other information or content as part of the Services. If FTW, in its sole discretion, provides an Upgrade to the Software, such Upgrade will be deemed part of the Services and will be subject to the terms and conditions of the Terms of Use. There will be no penalties related to any downtime or service issues for the Services. To the extent practicable, maintenance and repairs will be scheduled outside of the hours of 8:00AM CST to 6:00PM CST.

4.4. Suggestions. If You provide any Suggestions to FTW, FTW will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to FTW all right, title, and interest in and to such Suggestions and all IP rights therein.

5. PRIVACY; DATA.

5.1. Privacy. The Privacy Policy posted at boltwell.com explains how FTW collects, stores, shares, or otherwise uses any personal information You provide (or is provided by You on your behalf) through the Site or Services (“Personal Data”). FTW’s use of Personal Data will be in accordance with the Privacy Policy and You hereby grant FTW the right to use your Personal Data consistent with these Terms of Use, including the Privacy Policy.

5.2. Data, Ownership and License.

5.2.1. You represent, warrant and covenant that You have all rights, title and interest in and to Your Data necessary for the submission, transmission, use and analysis of Your Data by FTW and You as contemplated by the Terms of Use and that your access to and use of the Software and Services is not illegal or prohibited by laws that apply to you. You are responsible for the accuracy, quality and legality of all Your Data used or processed by You in connection with the Services or provided to FTW for use in connection with the Services. You represent, warrant and covenant that Your Data does not and will not infringe or misappropriate the intellectual property rights of any other person or entity.

5.2.2. As between FTW and You, all Your Data shall be the property of You, and FTW shall not acquire any ownership interest in Your Data. As between FTW and You, all Usage Data shall be the property of FTW, and You shall not acquire any ownership interest in or right to use the Usage Data.

5.2.3. You hereby grants FTW a nonexclusive, perpetual, fully paid-up, royalty-free, transferable, worldwide license to use, reproduce, display, perform, create derivate works of and transmit Your Data in connection with the operation, maintenance and support of the Services and Software, including without limitation: (i) FTW may disclose Your Data to its third party service providers that assist it in supporting the Software pursuant to confidentiality agreements that are not materially less protective of Your Data than the terms of the Terms of Use; (ii) FTW may use or disclose Your Data as may be required by law or legal process; and (iii) FTW may use such Your Data for purposes of maintaining, developing, improving and testing its algorithms and techniques and otherwise maintaining, developing, improving and testing the Services, Software and services associated with such Software. FTW may only disclose Usage Data to Third Parties only in the aggregate and in an anonymized fashion so that it is not possible to identify You or any Authorized User.

6. RESTRICTIONS; SECURITY.

6.1. Restrictions. You shall not (and shall not allow any of your Authorized Users or any third party to), without the prior written consent of FTW: (a) alter, modify or tamper with the Site or Software (including any proprietary notices contained therein); (b) attempt to reverse engineer, disassemble, decompile or attempt to reconstruct or discover any source code, source files or algorithms of the Software or any portion thereof, or otherwise attempt to derive or modify any information or processes embodied or used in, the Software or any portion thereof; (c) modify, make derivative works of, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, or any portion thereof, to any third party, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, platform as a service, cloud or other technology or service; (d) use the Software in conjunction with the development or manufacture of any process, processes or methods for further research or commercial exploitation; (e) allow any transfer, transmission, export, or re-export of the Software that violates United States export control laws or regulations; (f) use the Software to allow, enable, or otherwise support the transmission of: (1) any communications that may be considered harassment or (2) any mass unsolicited, commercial advertising or solicitations; (g) use the Software in furtherance of any act or omission that violates or could potentially violate any local, state or federal law or regulation anywhere in the world or that violates any third party proprietary rights; (h) take any action that imposes or may impose (as determined by FTW in its sole discretion) an unreasonable or disproportionately large load on FTW’s (or its third party providers’) infrastructure; (i) interfere or attempt to interfere with the proper working of the Site, Software or FTW Systems; (j) bypass, circumvent, or attempt to bypass or circumvent any measures FTW may use to prevent or restrict access to the Site, Software or FTW Systems or other accounts, computer systems, or networks connected thereto; and (k) take any action that would cause the Software to be placed in the public domain or become subject to an open source software license, or fail to take any action to prevent the Software from being placed in the public domain or becoming subject to an open source software license.

6.2. Security. You agrees not to (and cause your Authorized Users not to), directly or indirectly, incorporate into or introduce, transfer or upload (a) any malicious code, malware, disabling code, viruses, Trojan horses, worms, or ransomware into FTW Systems or Software or (b) any personally identifiable information as that term is defined under applicable privacy laws, including Title V of the Gramm-Leach-Bliley Act of 1999 or any successor federal statute to the Act, and the rules and regulations thereunder, all as may be amended or supplemented from time to time and the European Union’s Data Protection Directive (95/46/EC) or Data Protection Act 1998 or any implementing or related legislation of any member state in the European Economic Area into FTW Systems or Software. You shall not allow non-Authorized Users to access or use the Software. You shall ensure that each of the Authorized Users complies with the terms and conditions in the Terms of Use. You acknowledge that the Software is accessed via the Internet and on mobile devices. As between You and FTW, you are responsible for providing all Systems or other connections required for You to access and use the Software and Services and for paying all telephony, data transmission and other costs associated with such access. You are responsible for all acts or omissions that occur using your Systems, your or the Authorized User’s use of the Services, the security and use of your and any Authorized Users’ access credentials to the Services and all results obtained from, and all conclusions, decisions, and actions based on, such access or use. You shall notify FTW of any known unauthorized release, possession or use of the Software. You shall use standard security protocols and mechanisms to protect the exchange and transmission of data.

6.3. Modification of the Services. The Services, including the Site and Software and access thereto, or any features thereof may be modified, suspended, deleted or discontinued in FTW’s sole discretion at any time and without prior notice. Changes FTW makes to the Services may require You to update your Account information or the Systems through which You access the Services in order to continue using the Services. FTW will not have any liability or obligation to You with regard to any modifications or changes FTW makes to the Site or the Services.

7. TERMINATION AND SUSPENSION. FTW shall have the right to monitor your and the Authorized User’s use of the Site and Software for the purpose of verifying your compliance with the Terms of Use. FTW reserves the right to delete or change any username or password at any time and for any reason. FTW may suspend or terminate your Account or your (or your Authorized User’s) use of the Services at any time, for any reason or for no reason at all, without incurring any resulting obligation or liability. You are personally liable for any results of Your Data that You receive prior to termination. You may terminate these Terms of Use at any time by discontinuing your use of the Services. You may delete your Account, either directly or through a request made to admin@boltwell.com, but You will no longer be able to use the Software. The license granted to You under Section 4.1 will terminate immediately and without notice or further action required of FTW if You breach, in any way, any of Section 4, Section 5, Section 6.1-6.2 or Section 8. Such termination will be in addition to, not in lieu of, any rights or remedies FTW may have, whether at law, in equity, or under the Terms of Use. Upon termination of the Terms of Use, You shall immediately cease (and cause your Authorized Users to cease) any use of the Software and FTW will delete all of Your Data. Sections 1, 6-12 and Sections 4.2, 4.4, 5.2.2, 5.2.3 and shall survive termination of the Terms of Use.

8. CONFIDENTIALITY

8.1. Use and Disclosure. Each Party will take reasonable measures to maintain the confidentiality of the other Party’s Confidential Information, which measures will be no less than the measures it takes to protect its own similar confidential information. Neither Party will disclose the other Party’s Confidential Information, except for disclosures to its Affiliates and to its and their authorized agents, employees, contractors, legal counsel, accountants, banks and other financing sources and advisors, under obligations of confidentiality at least as stringent as those set forth herein, who need to know such Confidential Information in order to perform or advise on behalf of such Party. You shall return to FTW any and all FTW Confidential Information in Your possession, custody or control upon the termination of the Terms of Use. The confidentiality obligations set forth in the Terms of Use will not apply with respect to any information or materials that the receiving Party demonstrates: (a) it rightfully possesses at the time of disclosure by the disclosing Party without duty of confidentiality; (b) it receives without restriction from a third party authorized to disclose such information without requirements of confidentiality; (c) that it develops independently of and without reference to the disclosing Party’s Confidential Information; or (d) that is or becomes generally available to the public through no fault of the receiving Party. In addition, the receiving Party may disclose Confidential Information of the disclosing Party to the extent that the receiving Party is required by any applicable governmental authority to do so; provided, however, that the receiving Party gives the disclosing Party prompt written notice of such requirement and reasonably cooperates, at the disclosing Party’s request and expense, with the disclosing Party in attempting to contest or limit such required disclosure.

8.2. Injunctive Relief. FTW and You acknowledge that the extent of damages in the event of the breach of any provision of this Section 8 would be difficult or impossible to ascertain, and that there may be no available adequate remedy at law in the event of any such breach. Each Party therefore agrees that in the event it breaches any provision of this Section 8, the other Party may seek injunctive or other equitable relief, in addition to any other relief or damages to which it may be entitled.

8.3. No Implied Rights. Nothing contained in this Section 8 shall be construed as obligating a Party to disclose its Confidential Information to the other, or as granting to or conferring on a Party any express or implied right or license to the Confidential Information of the other Party.

8.4. Restrictions. You shall not make any public statements or disclosures about the Software, Services, the Terms of Use or FTW, nor attribute to FTW nor its employees any public statements or disclosures, without the prior written consent of FTW.

9. INDEMNIFICATION. You agree to defend, indemnify and hold harmless FTW and its Affiliates and its and their respective licensors, officers, directors, employees, agents, contractors and representatives from and against any and all claims, liabilities, demands, damages, expenses (including reasonable attorneys’ fees and costs of investigation) and losses arising out of or resulting from your use or misuse of the Services or breach of these Terms of Use. You will cooperate fully as reasonably required in the defense of any such claim.

10. DISCLAIMER; LIMITATION OF LIABILITY.

10.1. Exclusion of Warranties; Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT OTHER THAN AS EXPRESSLY SET FORTH HEREIN, THE SITE, THE SOFTWARE, DOCUMENTATION AND ALL INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, FTW AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SITE, SOFTWARE AND SERVICES AND DISCLAIM ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES: (A) OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, COMPLETENESS, FUNCTIONALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION OR DATA ACCURACY; (B) ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE; (C) THAT THE SITE OR SOFTWARE WILL OPERATE PROPERLY IN COMBINATION WITH OTHER FUNCTIONALITY, LIBRARIES, SOFTWARE, SYSTEMS, HARDWARE COMPONENTS OR PROTOCOLS; (D) THAT THE SOFTWARE OR THE DATA STORED ON THE SOFTWARE WILL BE AVAILABLE, SECURE, ACCURATE, RELIABLE OR UNINTERRUPTED; (E) THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; (F) THAT ALL ERRORS IN THE SOFTWARE ARE CAPABLE OF BEING OR WILL BE CORRECTED; OR (G) THAT THE SOFTWARE OR THE SYSTEMS THAT MAKE THE SOFTWARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE, DATA, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FTW OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER THE SERVICES ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS.

10.2. LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL FTW OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE UNDER ANY THEORY OF LAW FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, OR LOSS OF PROFIT, ARISING OUT OF THE USE OR THE INABILITY TO USE THE SITE OR SOFTWARE, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, OR DELAY, ANY THEFT, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA, OR OTHER TANGIBLE OR INTANGIBLE LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, FTW’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED DOLLARS ($100). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SOME OF THE WARRANTY DISCLAIMERS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, FTW’S LIABILITY IS LIMITED TO, AND THE SCOPE AND DURATION OF THE WARRANTIES SET FORTH IN THESE TERMS OF USE SHALL BE, THE MINIMUM PERMITTED BY APPLICABLE LAW.

You acknowledge and agree that FTW has offered the Services and entered into these Terms of Use in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between You and FTW, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between You and FTW.

11. BINDING ARBITRATION (“ARBITRATION AGREEMENT”).

11.1. Mandatory Binding Arbitration. By agreeing to these Terms of Use, You agree that all disputes, causes of action, or claims arising out of, in connection with, or related to these Terms of Use, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”), shall be finally settled by binding, individual arbitration in accordance with the rules and procedures of the American Arbitration Association (“AAA”), and not in a court of law in any jurisdiction, and not in a class, representative, or consolidated action or proceeding, as further set forth below. You and FTW agree that one (1) 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 of Use are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Judgment of the award rendered by the arbitrator may be confirmed, reduced to judgment, and entered in any court of competent jurisdiction as necessary to protect FTW’s rights or its property or the rights or property of its Affiliates and its and their respective licensors, officers, directors, employees, agents, contractors and representatives. The Arbitration will be conducted in Tarrant County, Texas, in the English language.

11.2. Rules, Procedures & Governing Law. The arbitration will be administered by AAA under its then current rules in effect (the “AAA Rules”), except as modified by these Terms of Use. The AAA Rules are available at www.adr.org or by calling the AAA at (800) 778-7879. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms of Use. Notwithstanding any choice of law or other provision in these Terms of Use, You and FTW 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 of proceedings pursuant thereto. It is the intent of You and FTW that the AAA Rules and FAA shall preempt all state laws to the fullest extent permitted by law. If the AAA Rules and FAA 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 Texas, without regard to its choice or conflict of law provisions. A Party who wishes to start arbitration must submit a written Demand for Arbitration to the AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. You can contact the AAA for more information on how to commence an arbitration proceeding at www.adr.org or (800) 778-7879.

11.3. Changes to Arbitration Agreement. Notwithstanding the provisions of this Section 11, if FTW changes any of the terms of this Section 11 after the date You first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), You may reject any such change by sending us a written notice of rejection within thirty (30) days after the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided either by email at admin@boltwell.com or by mail to Attn: BoltWell 500 W 7TH Street Fort Worth TX 76102. In order to be effective, the notice must include your full name, address, and signature, and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any change, You are agreeing that You will arbitrate any dispute between You and FTW in accordance with the provisions of this Arbitration Agreement as of the date You first agreed to the Terms of Use (or to any subsequent changes to the Terms of Use).

12. MISCELLANEOUS.

12.1. Notices. Except as explicitly stated otherwise in these Terms of Use, (a) any notices provided by FTW may be made by an updated posting on the Site or by mail or email to the most recent address or email address associated with your Account and (b) all notices under these Terms of Use must be in writing and will be deemed to have been duly given: (i) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (ii) when receipt is electronically confirmed, if transmitted by e-mail; or (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You hereby agree that all agreements, notices, disclosures, and other communications that FTW provides to You electronically satisfy any legal requirement that such communications be in writing.

You may contact FTW at: admin@boltwell.com

Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in any email to us.

12.2. Entire Agreement; Amendments. The Terms of Use sets forth the entire understanding between You and FTW with respect to the subject matter hereof, and shall supersede any and all prior agreements, understandings, promises and representations made by one Party to the other concerning the subject matter of the Terms of Use. The Terms of Use may be amended only by a written agreement executed by duly authorized representatives of You and FTW. FTW will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control.

12.3. Waiver; Severability. FTW’s failure to insist in any one or more instances upon strict performance by You of any of the terms of the Terms of Use shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term of the Terms of Use.

12.4. Assignment. You may not assign, delegate or otherwise transfer any of your rights or obligations under the Terms of Use without the prior written consent of FTW, and any assignment, delegation or transfer in violation of this Section 12.4 is null and void. Without affecting the foregoing sentence, the Terms of Use shall be binding upon, inure to the benefit of, and be enforceable by and against the respective heirs, executors, administrators, personal representatives, successors and permitted assigns of any of the Parties.

12.5. Governing Law; Jurisdiction; Attorney Fees; Remedies; Venue . The Terms of Use shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rules that require the application of the law of a different jurisdiction. Neither the United Nations Convention on the International Sale of Goods nor the Uniform Computer Information Transactions Act shall have any application to the Terms of Use. You acknowledge and agree that FTW would not have entered into the Terms of Use with You without receiving the additional consideration of Your agreement to the restrictions and limitations herein. Except as otherwise set forth in the Terms of Use, in the event of any Dispute between the Parties arising out of or relating to the Terms of Use that is not subject to Arbitration under Section 11, such Dispute may be tried solely in a state or federal court located in Tarrant County, Texas, and the Parties hereby irrevocably consent to the jurisdiction and venue of such courts.

12.6. Relationship. FTW and You are independent contractors under the Terms of Use and nothing herein shall be construed to create a partnership, joint venture or agency relationship between FTW and You as a result of these Terms of Use or your use of the Site and neither party has any authority of any kind to bind the other in any respect. FTW’s performance of these Terms of Use is subject to existing laws and legal process, and nothing contained herein is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

12.7. Severability. It is the desire and the intent of the Parties that the terms and conditions of the Terms of Use shall be enforced to the fullest extent permitted under applicable law. Accordingly, if any term of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, or becomes by operation of law invalid or unenforceable, then the Terms of Use shall be deemed amended to delete therefrom the portion that is adjudicated or that becomes by operation of law invalid or unenforceable, such deletion to apply only with respect to the operation of that term or condition, and the remainder of the Terms of Use shall remain in full force and effect.

12.8. Interpretation. The section headings contained in the Terms of Use are for reference purposes only and shall not affect in any way the meaning or interpretation of the Terms of Use. In the Terms of Use, defined terms shall be equally applicable to both the singular and plural forms. The words “including,” “include” and “includes” shall each be deemed to be followed by the term “without limitation.” The terms “hereof,” “herein” and “hereunder” shall refer to the entire Terms of Use. The term “or” shall not be considered exclusive, unless otherwise dictated by the context. Unless otherwise stated, references to sections, paragraphs, schedules and exhibits shall be references to sections, paragraphs, schedules and exhibits of the Terms of Use.

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