Emissary Terms

Hi, and welcome to Emissary!

These Summary Engagement Terms summarize your relationship with Emissary. Together with the attached legal terms and conditions, it will constitute your agreement with us.  

What you’re signing up for:

By completing this signup process, you’re signing up to become an Emissary. This means you’ll be eligible to work with our clients, pursuant to defined parameters that we call “Engagements” –, coaching them through their sales and sharing your knowledge and insights to make clients smarter and better prepared.

Once you’re onboard, we will start looking for good client matches where your knowledge and expertise can have outsized effects. We will try to reach out when we think there’s a good fit and will be there to support you every step of the way in an Engagement.

Your Background:

• We need background information from you in order to verify your eligibility as an Emissary and match you to clients. You agree to provide accurate and current information about your work history and general background.
• We’ll make use of your background information to create a confidential, password-protected profile. It’s your obligation to login to validate the profile’s accuracy, update us as needed to keep it accurate, and keep your login information secure.
• You have control over your profile data; will not expose it publicly without your permission and you may request its deletion at any time by emailing advisor-support@emissary.io. 

What Happens Once I’m Onboard?

• Once you’re on the platform, you’re eligible to start receiving proposals via the platform. Every Engagement proposal will include payment terms, client information, and questions about the deal to confirm you are a good match for their needs. You are not obligated to accept proposals, though we do request your prompt response to them.
• In order to accept a proposal, you’ll need to provide some brief information related to the client’s needs to confirm the match is viable.
• If you accept a request, an Engagement will only begin if/when you receive a confirmation reply.
• While we make effort to find you proposals, we don’t guarantee that we will be able to deliver any order requests to you.

Working With Clients:

Expectations

• Our standard Engagement model has you working with a client for a period of 30 days, mutually renewable at the end of the term. We expect you to have 1 phone call of approximately 1 hour per 30-day term. You may also exchange a few emails with the client after your call using our engagement email relay. You are expected to respond to emails or scheduling requests within 1-2 business days.
• Before the end of your engagement, we’ll ask you to fill our a brief feedback survey.
• Please review our code of conduct. It outlines our requirements for how both Clients and Emissaries behave on the Emissary platform. Your accepting any Engagement is premised upon your agreement to the code of conduct.
• If we ask you to take a client engagement that differs from this model, we’ll notify you in writing.
• You are never obligated to do any of the following (though you may choose to):
  • Provide a Client with extra time or resources
  • Provide your personal email, phone or other contact information to Client. 
  • “Connect”, “Like” or otherwise endorse or affiliate with a Client via social media. 
  • Make a personal introduction, “put in a good word” for” or otherwise recommend a Client.

Confidentiality:

• When working with a client, you may not share any confidential or proprietary information, or violate any NDAs that you may have in place.
• All engagements on the platform are confidential – you may not reveal that you’re working with a client, to anyone, without their explicit permission.
• Likewise, clients have agreed not to reveal who they are working with (or that they are working with an Emissary at all) without your explicit permission.
• We may present your semi-anonymized profile to current clients to gauge interest and match. These clients have agreed not to reveal any information about Emissaries to third parties.

Staying On-Platform:

• The Emissary platform will handle all upfront communications with clients.
• Clients are not permitted to contact you outside of the Emissary platform without your explicit permission.
• Conversations taking place on the Emissary platform may be monitored or recorded in order to more effectively facilitate engagements, for security and to improve our service.
• If a client requests to engage you outside of the Emissary platform within a year of being engaged by a client, you’re required to notify us. Failure to do so may result in our removing you from the platform.

Getting Paid:

• You’ll always be briefed on your potential compensation at the beginning of an Engagement.
• If a client terminates an engagement early through no fault of your own, you’ll still get paid. If we determine that you didn’t perform your duties appropriately, though, we reserve the right to withhold payment, among any other available rights we may have. We will notify you and give you a chance to respond in all such situations.

If you have additional questions, drop us a line. The above summarized terms are binding and are supplemented by the more complete legal terms that follow below.

Emissary Advisory Services Agreement

Last Updated: October 31, 2016

The terms of this Advisory Services Agreement entered into between you (“Emissary” or “you”) and Leroy Technologies, Inc., d/b/a “Emissary,” a New York corporation with offices located 120 Walker Street, 4th Floor New York, NY 10013 (“Company” and together with you, the “Parties”), further iterate and supplement the Summary Engagement Terms presented and accepted by you, herewith (together, the “Agreement.”)   This Agreement specifically governs the services to be provided by you (the “Engagement Services”), whereby you agree to make yourself available as an advisor  (marketed as an “Emissary”) for a Company-operated service (the “Company Service”) that allows Company customers (“Clients”) to access selected advisors with field-specific expertise for defined advisory engagements (each a “Engagement.”) Your Engagement Services will include your access to Company’s online software, elements of the Company Service and related online and mobile platforms (collectively the “Platform.”)

Note: We hope to resolve any issues that may arise directly with you, to your satisfaction. However, should you choose to pursue a legal remedy against us relating to this Agreement, you agree that: (i) all matters must to be settled by binding, individual arbitration or via small claims court (if applicable) and (ii) to a waiver of certain rights, including the ability to form class actions.   Please see “Dispute Resolution; Arbitration, No Class Actions” for more.

1.   Provision of Services.

1.1   Account. In order to access certain Platform features, Emissary will be required to register with Company (either online or by phone), to create (or have Company personnel create) an online Engagement Service account (a “Account”).  Throughout the Term, Emissary agrees to provide true, accurate, current, and complete information with respect to its Account and to update the same as needed.  Emissary is solely responsible for maintaining the confidentiality and security of its Account and Company will not be liable for any activities undertaken by anyone using Emissary’s Account.

1.2   Accepting Engagements.  Emissary will make itself reasonably available to accept requests by Company for its participation in new Engagements (“Order Requests”), provided that it agrees that will not accept any Engagement Request that would entail a fiduciary or other legal or ethical conflict of interest for it.  Each Engagement will be booked via separate, direct Order Request provided by Company and accepted by Emissary and such order form will include the applicable Consulting Fee and potentially, any other Engagement-specific terms (“Order Terms”).  Order Requests may be accepted electronically by Emissary, whether via emails, the Platform or otherwise and Emissary agrees to be bound by any Order Terms that it so accepts.

1.3   Renewals.  Emissary agrees to reasonably make itself available for any renewal request by a Client for any Engagement under the same Order Terms as the then-expiring Engagement, provided that any Engagement renewal will be subject to an additional Order Request requesting the renewal.

1.4   Engagement Parameters.  The parameters of a standard Engagement shall be as set forth in the Summary Engagement Terms, provided that (i) the consulting fee payable to you (your “Consulting Fee”) shall be set forth in the Order Terms and (ii) Emissary agrees that to the extent that the Order Terms for any particularly Engagement vary from the terms of the Summary Engagement Terms, the Order Terms will govern for that Engagement.

1.5   Monitoring Communications. Emissary acknowledges and agrees that Company has the right (but not the obligation) to review, record, monitor, maintain and retain any and all telephone calls, email correspondence and other communications between Emissary and Client in connection with the provision of the Engagement Services and/or otherwise sent or received through the Platform.

1.6   Service Issues; Complaints and Redress.  In the event that an Emissary fails to communicate meaningfully with Client (e.g., whether in terms of the number of communications or the content of individual communications) or Client believe that Emissary’s communications otherwise violated the terms and standards set forth herein (including but not limited to the Emissary Code of Conduct), Company will investigate the circumstances and if it determines Emissary has not performed its duties to Company’s reasonable satisfaction it may cause any Consulting Fees payable for any Engagement to be forfeited, (ii) terminate this Agreement immediately and/or (iii) take any other legal action that it is entitled to; provided that Company will notify Emissary of any dispute or issue and provide Emissary with a chance to respond.   For clarity, Emissary cannot prevent a Client from taking direct action against an Emissary for any behavior of Emissary as part of an Engagement and Company shall have no responsibility to defend or indemnify Emissary for any such action.

1.7   Limitations on Emissary Obligations to Client; Disclaimer. For clarity, an Emissary’s sole obligation to Client as part of an Engagement will be to provide good faith advice, in a professional and workmanlike, using his/her reasonable efforts, pursuant to the parameters and limitations agreed to hereunder relative to the Engagement. Per the Summary Engagement Terms, Emissaries will not be obligated to make introductions or recommendations for a Client, win business for a Client or make other additional commitments.  Clients contractually commit to Company that they will not pressure or seek to coerce any Emissary to do any of the foregoing but Emissary understands and agrees that Company cannot control a Client’s behavior and will not be responsible, at all, if a Client seeks to do so.

1.8   Emissary Role.  Emissary agrees that, (i) the Company Service and the Platform are only provided to connect Clients to Emissaries for Engagements; (ii) Emissary is not an employees of Company, nor will it be trained or coached by Company relative to any advice that it should provide and any advice provided by an Emissary is provided directly from him/her to Client, (iii) any business or other advice or any other communication from or interaction with any Client by an Emissary pursuant to an Engagement (or otherwise, collectively, the  “Client Interaction”) is not controlled, supervised or influenced by Company and is accepted by Emissary at its own risk; (v) Company shall not have any liability or obligations arising from any Client Interaction or any other acts or omissions by Clients or Emissary; and (vii) Emissary makes no representations as to the reliability, capability, or qualifications of any Client or the quality, security or legality of any Client Interaction.  Please also see “Warranties and Disclaimers.”

1.9   No Volume Commitment.  Company does not guarantee that Emissary will be presented with any Order Requests or be otherwise entitled to perform any Engagements.  The pairing of Emissary with a Client shall be at Company’s discretion, even if a Client specifically requested a particular Emissary and/or if Emissary already previously performed Engagement Services for a Client.

1.10 Licenses.  Subject to Company’s approval of Emissary’s Account registration, and Emissary’s agreement to and compliance with this Agreement, Company hereby grants Emissary, during the Term, a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to access and use the Platform in accordance with any instructions and documentation provided by Company (“Documentation”), solely for Emissary to provide the Engagement Services and in accordance with the limitations set forth herein.    

1.11 Emissary Conduct.

(a)    Emissary agrees that it will interact with all Clients (and any Company personnel), in a professional, respectful and civil manner, only for the purpose of providing Engagement Services.  Unless stated otherwise in a Order Request, the Engagement Services will be provided for the sole purpose of attempting to help a Client to improve its strategy relative to the sales or marketing penetration of a particular organization.

(b)       Unless a Client expressly authorizes it and provides additional personal contact information to Emissary after the start of an Engagement, Emissary will only interact with any Client via the Platform and it will not seek to contact a Client personally.

(c)       Emissary will not reveal to or seek any confidential or proprietary information from a Client, including but not limited to information owned by or relating to a company or entity that the Emissary was specifically hired to be of advice to Client for.

(d)       Emissary will treat any data and information that it receives from or about a Client as confidential and not share the same with any third party, unless expressly authorized by Client.

(e)       Unless Client expressly requests in writing (or email), Emissary will not reveal its involvement with a Client to any party (except Company), including to the party that the Emissary was hired to be of advice to Client about.  Emissary will not take any action that would be reasonably likely to even indirectly reveal the same.

(f)       Emissary will not provide any advice or information to any Client as part of an Engagement that would be or would reasonably be construed to be legal, tax, investment or medical advice.

(g)       Emissary will comply with the terms of this Agreement, the Emissary Code of Conduct as it may be updated from time to time, any additional documentation provided to it by Company prior to an Engagement (including but not limited to any Order Terms) and with all applicable laws governing its conduct.

(h)       Emissary will immediately notify Company if it suspects that any Client is sharing or attempting to share any third party’s confidential information with it or is otherwise acting  in violation of the Emissary Code of Conduct or the law.

(i)        Emissary will not purchase or sell, nor will Emissary advise any third party to purchase or sell (or to refrain from doing so), directly or indirectly, on its own behalf or on behalf of another party, any security as a result of any information obtained by Emissary via an Engagement, the Platform or otherwise.

1.12 Additional Restrictions.  Emissary will not, nor will it cause or permit any third party to, (a) access or provide the Engagement Services in its stead; (b) modify, adapt, alter or translate the Platform or any element thereof; (c) sublicense, lease, rent, loan, distribute, transfer or otherwise allow the use of the Engagement Services for the benefit of any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform; (e) create derivative works based on the Platform; or (f) access the Platform for any purpose prohibited by law.

1.13 Modification.  Company may modify the terms of this Agreement at any time, on a prospective basis, by providing email notice to Emissary identifying the update.  The Parties may agree to modify any active Order Terms from time to time, provided that any such modification must be mutually agreed to, with email being sufficient.  

1.14 Suspension.  Company may suspend Emissary’s access to the Platform and performance of any Engagement Services: (a) for scheduled or emergency maintenance, (b) in the event Company determines Emissary to be in breach of this Agreement, or (c) for any other purpose deemed necessary by Company in its discretion.

2.      Ownership.

2.1   Platform.  Except with respect to the licenses granted by Company hereunder, Company owns all right, title and interest (including, but not limited to, all copyright, patent, trademark, and trade secret rights) in and to the Platform and the Documentation.

2.2   Open Source Software.  Certain items of software used in the Platform may be subject to “open source” or “free software” licenses (“Open Source Software”).  Some of the Open Source Software is owned by third parties.  The Open Source Software is not subject to the terms and conditions of this Agreement.  Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software.  Nothing in this Agreement will limit Emissary’s rights under, or grants Emissary rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Company makes such Open Source Software, and Company’s modifications to that Open Source Software, available by written request.

2.3   Work Product. Any work product provided by Emissary to a Client (“Work Product”) will be owned by the Client and Emissary will not provide any information or other products to a Client that will violate any third party’s intellectual property rights.   Company may access and utilize any Work Product to improve the Service and Platform and otherwise, as permitted by Client vis-à-vis Company’s agreement with Client.

2.4   Data.  Company will own all information and data that is not Work Product, that is (i) uploaded to or transmitted via the Platform by Emissary, or (ii) otherwise communicated by Emissary to Company, (“Data”).  Company will only use and/or share Data that is personally identifiable to Emissary in accordance with its Privacy Policy.   Emissary may otherwise use Data to provide and improve the Company Services or for its other business purposes and/or to comply with any law or regulation.

3.   Fees.  Client shall pay Emissary the Consulting Fees set forth in the applicable agreed upon Order Terms governing any Engagement, in accordance with the payment terms set forth therein   Emissary will not seek any additional charges or fees from a Client relative to any Engagement, under any circumstances.
4.   Warranties and Disclaimers.  Emissary hereby represents and warrants to Company that (i) it has the authority to enter into this Agreement and that its obligations hereunder shall not cause it to violate any agreement to which it is a party, (ii) it shall only interact with Clients and the use the Platform and perform the Engagement Services as permitted herein, (ii) that it will comply with all applicable laws and regulations applicable to its performance of the Engagement Services and to its interactions with any Clients.  Emissary understands and agrees that it shall be responsible for any claims arising out of its failure to do so, including but not limited to any claims against them (or against Company – see “Indemnification”) by any Clients or otherwise.  Company hereby represents and warrants to Emissary that it has secured contractual commitments from any Clients that participate in Engagements in which they agree to respect the Emissary Code of Conduct. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING SENTENCE, THE PLATFORM IS PROVIDED “AS IS,” AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CLIENT.

Additional Disclaimers and Limitation of Liability.  EMISSARY UNDERSTANDS AND AGREES THAT COMPANY DOES NOT PERFORM CRIMINAL BACKGROUND OR OTHER FORMAL IDENTITY CHECKS ON CLIENTS AND THAT EMISSARY’S (I) RELIANCE ON ANY DATA OR INFORMATION PROVIDED TO IT BY A CLIENT (WHETHER VIA THE PLATFORM OR OTHERWISE), (II) INTERACTION WITH A CLIENT, INCLUDING BUT NOT LIMITED TO A DECISION BY EMISSARY TO PROVIDE ANY PERSONAL INFORMATION TO ANY CLIENT AND/OR TO MEET UP WITH A CLIENT IN PERSON, SHALL BE SOLELY AT ITS OWN RISK.

UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE CAUSED BY EMISSARY’S INTERACTION WITH A CLIENT, IN ANY WAY, INCLUDING BUT NOT LIMITED TO ANY TORTIOUS OR ILLEGAL BEHAVIOUR BY A CLIENT, ANY PHYSICAL OR MENTAL HARM COMMITTED BY A CLIENT AND/OR EMISSARY’S RELIANCE ON ANY ADVICE, INFORMATION AND/OR MATERIALS PROVIDED BY A CLIENT.   

EXCEPT WITH RESPECT TO (I) A VIOLATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (II) A PARTY’S INDEMNIFICATION OBLIGATIONS, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS PERFORMANCE HEREUNDER, AND (B) IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER AS A RESULT OF ANY CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE CONSULTING FEES PAID BY COMPANY TO EMISSARY IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE ACT OR OMISSION GIVING RISE TO SUCH CLAIM.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CLIENT.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

NO PERSON ACTING ON COMPANY’S BEHALF HAS ANY AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, “INDUCEMENT”) NOT EXPRESSED HEREIN.  BY ACCEPTING THESE TERMS AND CONDITIONS, EMISSARY REPRESENTS THAT IT IS NOT RELYING ON ANY INDUCEMENT THAT IS NOT EXPRESSED IN THIS AGREEMENT.

5.   Indemnification.

5.1   By Company.  Company shall indemnify, defend and hold harmless Emissary against any third-party claims arising out of Emissary’s gross negligence or willful misconduct in connection with the provision of the Platform, and Company shall pay any losses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) (“Losses”) finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Company.  This Section 6.1 states the sole and exclusive remedy of Client and the entire liability of Company, and any of the officers, directors, employees, shareholders, contractors or representatives of Company, for the claims and actions described in this Section 7.1.  For clarity, the foregoing indemnity obligation shall not apply relative to any claims arising out of the actions of any Clients, including but not limited to the gross negligence, willful misconduct or criminal actions of any Client (whether as part of an Engagement or otherwise.)

5.2   By Emissary.  Emissary shall indemnify defend and hold harmless Company against any third-party claims arising out of (a) any failure by Emissary to comply with any applicable laws, rules and regulations in connection with its activities hereunder, (b) Emissary’s provision of Engagement Services hereunder except to the extent such claims are covered under Section 6.1 above, (c) Emissary’s interaction with any Client, and/or (d) Emissary’s breach or alleged breach of any of its covenants, representations or warranties or any other terms hereunder, and Emissary shall pay any Losses finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Company.

5.3   Procedure.  The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit, provided, however, that failure to give prompt notice will not relieve the indemnifying party of any liability hereunder (except to the extent the indemnifying party has suffered actual material prejudice by such failure); (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall (at the indemnifying party’s expense) reasonably cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

6.   Term and Termination. This Agreement shall continue for the Term, as specified in the Summary Engagement Terms, earlier terminated as set forth herein.  Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within (30) days after its receipt of written notice of such breach; provided that Emissary may terminate this Agreement and/or any Engagement upon immediate notice if it determined that Emissary has breached any obligations relating to its proper interactions with any Client and/or that, in the reasonable determination of Company counsel would expose Company or a Client to immediate harm.  Company may additionally terminate this Agreement and/or any individual Engagement, if it determines that Emissary cannot adequately provide the Engagement Services in a manner that meets a Client’s specific needs. Immediately upon termination of this Agreement, (a) the licenses granted to either party shall immediately terminate; and (b) Company shall cease to make the Platform available and Emissary shall cease to use the Platform and provide the Engagement Services (or in the case of the termination that is only specifically applicable to a particular Engagement, it shall cease to provide only the Engagement Services for such Engagement). Sections 4-12, as well as any disclaimers of liability that may be present in other areas of the Agreement and any other terms and conditions that by their nature, are meant to survive, will survive the expiration or termination of this Agreement.
7.   Dispute Resolution; Arbitration; No Class Actions.  The Parties agree that any dispute, claim or controversy arising out of or relating in any way to the Service and this Agreement will be determined by binding arbitration or in small claims court, at Emissary’s choosing.   Emissary agrees that, by agreeing to these terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that the Parties are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of Emissary’s provision of services hereunder.

To seek arbitration or to file a small claim court action against Company, Emissary must first send to Company, by certified mail, a written notice of its claim, including a description of the basis for the claim and the relief being sought, to: General Counsel, Emissary, 120 Walker Street, 4th Floor New York, NY 10013. If Company initiates arbitration, it will send a similar written notice to the Emissary address provided herein or later updated by Emissary as part of its Account.   Following either Party’s receipt of such a written notice, the parties agree to first use reasonable efforts to reach an amicable resolution to the claim. If the Parties cannot reach an agreement to resolve the claim within 30 days after the notice is received, either may commence an arbitration proceeding or file a claim in small claims court.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.  Emissary may also write to Company (including by submitting a request with its written notice for the dispute) and Company will provide them to it. The arbitrator will be bound by the terms of this Agreement. All issues will be for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless the Parties agree otherwise, any arbitration hearings or small claims court claim will take place within 100 miles of Company’s offices.

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  

8.   Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
9. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR OTHERWISE IN CONNECTION WITH ANY ENGAGEMENT SERVICES MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES OR THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.  OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
10.   Governing Law and Venue.  This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without reference to conflicts of laws principles.  Both parties expressly agree that any action relating to this Agreement shall exclusively be brought in New York City, New York, and both parties irrevocably consent to the jurisdiction of the state and federal courts located in New York City, New York.  Each party expressly waives any objection that it may have based on improper venue or forum non-conveniens to the conduct of any such suit or action in any such court. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

MISCELLANEOUS. The parties are independent contractors and nothing in this Agreement shall be deemed to create the relationship of partners, joint venturers, employer-employee, master-servant, or franchisor-franchisee between the parties.  Neither party is, or will hold itself out to be, an agent of the other party. Neither party is authorized to enter into any contractual commitment on behalf of the other party. These Terms, together with the Summary Engagement Terms and any Order Terms, contain the entire agreement of the parties and supersede any prior or present understanding or communications regarding its subject matter, and may only be amended in a writing signed by both parties.  In the event of a conflict between any Order Terms and these Additional Terms, the Order Terms shall control. In the event any provision of this Agreement is held by a court of law or other governmental agency to be void or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions shall remain in full force and effect.  Neither party shall assign this Agreement without the other party’s prior written except that Company may assign this Agreement to any successor in interest, provided it promptly notifies Emissary. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, fires, floods or earthquakes. Any notice given under this Agreement shall be in writing and shall be sent via overnight mail or via email, in each case to the address last provided by a Party.