Terms & Conditions
Last modified October 24, 2018
Welcome to Sheprd Inc. (“Sheprd”), the student transportation service that enables parents and guardians (“Users”) to schedule and coordinate rides, carpools, and similar vehicular transportation (“Rides”) for their children enrolled in K-12 schooling (“Passengers”) to and from places of interest and the facilities of Sheprd’s partners (typically schools and other child-related institutions) (“Partners”) in cars (“Vehicles”) driven by our drivers (“Drivers”). For clarification, although the Service is intended to provide Rides for children, use of the App and Site is restricted to adults who are the age of majority (18 in most states).
All Drivers hired by us to drive our Vehicles and transport our Passengers will be age 21 or older, and will, except in emergencies, adhere to the following standards of screening and vetting to Sheprd’s level of satisfaction: pass a national background check, pass MA CORI/SORI checks, have a minimum of 3 years’ driving experience, pass motor vehicle history check, pass random drug screenings, pass medical examination from licensed physician, and maintain legal authorization to work in the United States. All Drivers hired by us to transport our Passengers will, except in emergencies, adhere to the following standards of training as outlined in Sheprd’s Driver Manual to Sheprd’s satisfaction: pediatric first aid certification, consistent pre-shift breathalyzer testing, passing scores on Sheprd’s Standard Operating Procedures Exam, passing performance on Sheprd’s mock shift, adherence to and passing performance in Sheprd’s booster seat training, completion of and passing peer reviews on Sheprd’s ride along series as a passenger, completion of and passing peer reviews on Sheprd’s assisted shifts as a Driver. Additionally, all Drivers hired by us to transport our Passengers will, except in emergencies, to Sheprd’s satisfaction wear the Sheprd provided uniform. Our Drivers are neither medical professionals nor medically trained; therefore, children with serious health issues, particularly those that could result in dangerous or fatal symptoms, should not be transported using our Services (unless special arrangements are made with Sheprd). In certain cases such as when contractually required, Drivers may also have their Massachusetts Department of Transportation 7D School Pupil Transport Certificate.
While providing Services our Vehicles will only transport children K-12 and their parents, guardians or aides who have been registered for a Ride by you or other adult Users of our Service.
In the event that a Passenger is unavailable at the time and place of pick-up, Sheprd Drivers will wait for a scheduled Passenger to board the Vehicle for up to 5 minutes from the later of the latest original pick-up time or the Vehicle’s arrival. During this wait period, Sheprd may contact the student, the student’s guardian, and/or Sheprd’s location contact. In certain circumstances in which Passenger or Driver safety is perceived to be at risk, Sheprd may wait for more or less time.
In the event the Passenger fails to appear during the allotted time period and Sheprd cannot make contact with the appropriate individuals to arrange an alternative solution, the Driver may depart the location without the missing Passenger.
In the event a Passenger has missed the scheduled pick-up time but still needs transportation, Sheprd offers an on-demand solution for an additional price., This additional transportation may can be organized through Sheprd’s application In on-demand circumstances, we will do our best to arrive as soon as possible, but because we may be dispatching a Vehicle exclusively for this Passenger, extra time may be required.
All motor Vehicles used to transport our Passengers will, except in emergencies, adhere to the following standards: be of year of origin of 2010 or newer, have fewer than 150,000 miles of operation at time of inspection, be of make / model consistent with standard Sport Utility Vehicle (“SUV”)/ Crossover Utility Vehicle (“CUV”) specifications, have at least 5 seats, be properly registered (titled in Sheprd’s or driver’s name; salvage titles prohibited), have documented proof of insurance (meeting minimum state requirements), meet standard operating requirements including but not limited to the maintenance of functioning seat belts, airbags, windshield wipers, air conditioning, etc., maintain current and valid State inspection stickers, and bear Sheprd’s marks of distinction in the form of door magnets, decals, or other related signage.
Sheprd exists to provide safe reliable service to as many children as possible. The company makes every effort to accommodate passengers with disabilities and limitations. Before Sheprd provides any service for a child, a parent provides Sheprd with relevant information about any health or safety concerns and those concerns and needs are noted and become part of a driver's instructions about the manner in which the services are to be conducted.
However, our Vehicles do not come equipped with assistive equipment, and our Drivers are neither trained to deal with severe disabilities nor accompanied by auxiliary aides or assistants. In the event a parent approaches Sheprd about use of its vehicles for a student we cannot safely transport, we will work diligently with partners and other providers to identify a suitable provider.
The decision about whether or not to provide service is made at the corporate level by Sherpd operations staff. Drivers never have discretion about offering or not offering service to customers.
At the time service is provided, Sheprd’s Terms of Service provide that Sheprd driver-employees have discretion to refuse service in narrow circumstances (e.g. apparent illness of a passenger that would endanger other passengers etc.).
While Sheprd and its Drivers respect the property of our Users and Passengers, given the constant flow of persons and property into and out of our Vehicles, we cannot be responsible for, and you agree we and our Drivers have no responsibility or liability for, unattended property or property left in our Vehicles.
Sheprd mandates that its Drivers are not allowed to operate under Sheprd’s service for more than 12 hours over a 24-hour period. Sheprd operations team will not assign drivers rides if those rides exceed the hours of service limits. Drivers without assigned rides are unable to operate under Sheprd service.
By completing the application, entering this Agreement or using the Services you agree to the following:
You will review the instructions and descriptions we post or transmit and become familiar with how our Services operate, including our rules and requirements.
You will complete all questionnaires, registration forms, and account information accurately and completely and keep it up-to-date. You agree that Sheprd may rely on your account, profile and other information submitted by you as accurate, current and complete.
All Passengers will be required to obey our Drivers’ instructions, including when to load, when to buckle, when to remain in the Vehicle, and when and where to cross streets or intersections (until they come within the authority of their parent or guardian).
Passengers will not cause damage to a Vehicle or any property within a Vehicle, will not transport illegal or hazardous substances, will not be physically aggressive to any Driver or other Passenger, and will not bully, and will obey the Driver at all times (until within the authority of their parent or guardian). With respect to repeat offenders of these or other rules, Sheprd may exclude Passengers and / or their respective Guardians from using the Services or impose special requirements on their use including but not limited to restricted ride times and fare increases.
You are fully responsible for the actions of any persons you sign up as Passengers, including for any damage or harm they cause directly or indirectly to persons or property, and therefore you will take all actions reasonably necessary to ensure proper conduct, including instructing them on proper behavior prior to any Drives and providing appropriate warnings and discipline as needed.
You acknowledge that our Drivers may refuse to provide Rides to anyone who has not been properly signed up in advance; or who appears to have significant disability, medical condition (e.g., the flu) or behavioral issue such that transporting that Passenger would pose a risk to the health or safety of the Driver or other Passengers; or for any other reason in the Driver’s discretion.
Access to the Service; Term
Subject to your acceptance of and compliance with this Agreement, Sheprd grants you a non-exclusive, non-transferable, revocable limited license to use the Service for the personal non-commercial use of yourself and the K-12 minor children of whom you are a parent or legal guardian. You agree not to use the Service for any other purpose, and not to download, save, copy or distribute any content made available through the Service except strictly in connection with your proper use of the Service or as otherwise expressly allowed in this Agreement.
Sheprd may change, suspend, or discontinue the Service, in whole or in part, at any time. Sheprd may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability.
Your use of the Service is conditioned upon your compliance with this Agreement and any use of the Service in violation of this Agreement will be regarded as an infringement of Sheprd’s copyrights in copyrightable aspects of the Service.
This Agreement will remain in effect as long as your account is up-to-date and you remain in compliance with the terms hereof, unless it has been voluntarily suspended or terminated by you or Sheprd. You may terminate this Agreement by destroying all Service-related materials obtained from the Service, Sheprd or another source. Sheprd reserves the right to terminate your access to the Service, without notice, if you fail to comply with any term or provision of this Agreement or for any reason, in Sheprd’s sole discretion.
Use by Minors. Individuals under the age of majority may not use the Service, except as Passengers in Rides booked by their parent or guardian. If you register a minor as a Passenger or otherwise allow them to use the Service, you hereby represent and warrant that you are the legal parent or guardian of that minor, agree to this Agreement on behalf of yourself and the minor, and understand and agree that you will be responsible for any minor you register even if their conduct was not authorized by you.
Ownership of Intellectual Property.
Unless otherwise specified in writing, all materials that are part of the Service are owned, controlled, or licensed by Sheprd and its licensors and are protected by law from unauthorized use. You do not acquire any ownership rights by using the Service, downloading material from the Service, or uploading material to the Service. The entire contents available when using the Service are copyrighted under U.S. copyright laws and/or similar laws of other jurisdictions. The term “Sheprd” and any Sheprd logos are trademarks of Sheprd and may not be used without the express written permission of Sheprd.
You agree to include, and not to remove or alter, Sheprd’s trademark, copyright or other proprietary rights notices, as provided by Sheprd on or in connection with the Service, and you agree not to challenge Sheprd’s ownership or control of any Sheprd trademarks, nor use or adopt any trademarks that might be confusingly similar to such Sheprd trademarks.
"Your Information" is defined as any information you provide to Sheprd or other Users, Drivers or Passengers, or to which you provide Sheprd or other such person’s access: in the registration or transaction process (including without limitation your name, photograph); through any e-mail feature; or through any other feature of the Service.
Terms for App Store Apps.
If you accessed or downloaded the App from the Apple Store, you agree to use the App only: (1) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (2) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service as of the effective date of this Agreement. If You accessed or downloaded the App from any app store or distribution platform (like the Apple Store, Google Play or the Amazon Appstore) (each, an “App Provider”), then you acknowledge and agree that:
This Agreement is between you and Sheprd only, and not with App Provider, and that, as between Sheprd and the App Provider, Sheprd is solely responsible for the App.
The App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund to you any purchase price you paid for the App (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the App to conform to any warranty will be the sole responsibility of Sheprd.
App Provider is not responsible for addressing any claims you or any third party may have relating to the App or your possession and use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Sheprd will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim (but solely to the extent required by this Agreement).
App Provider and its subsidiaries are third-party beneficiaries of this Agreement as related to your license of the App, and, upon your acceptance of this Agreement, App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third party beneficiary thereof. You must comply with applicable third party terms of agreement when using the App.
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
Passwords.Sheprd has several tools that allow you to record and store information in your account. You are responsible for all actions on the Service by you or under your Service password or account and for taking all reasonable steps to ensure that no unauthorized person have access to your Service password or account, and you are responsible for all actions taken by individuals that you register to use the Service. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of your Service account and password; (3) promptly inform Sheprd of any need to deactivate a password. You grant Sheprd and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in your account in connection with the operation of the Service.
As a condition of your use of and access to the Service, you agree to comply with any application-or content-specific rules published within the Service as well as the following usage rules, which Sheprd may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section You agree that your activities on the Service will not:
Copy or adapt the Service’s software or reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service.
Use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software.
Distribute any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program.
cover or obscure any notice, legend, warning, banner or advertisement contained on the Service.
Interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service.
Sell the Service or any part thereof.
Violate any applicable law, including without limitation any applicable export laws.
Harvest or otherwise collect information about others, including email addresses, without their identification for posting or viewing Submissions
Infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity.
Be obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or cause embarrassment to any other person as determined by Sheprd in its sole discretion; further any chain letters or pyramid schemes; deliberately mislead anyone as to your identity, impersonate another; allow another person or entity to use your identity in order to access the Service. transmit unsolicited messages or engage in “spam”.
Engage in conduct deemed by Sheprd to be in conflict with the spirit or intent of the Service, including without limitation restricting another User from using or enjoying the Service or exposing Sheprd or another to any liability or detriment of any kind.
Engage in any activity deemed by Sheprd to be in conflict with the spirit or intent of the Service.
Scrape or crawl the information or data on the Service.
Child Online Protection Act Notification.Pursuant to 47 U.S.C. § 230(d) as amended, Sheprd hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying providers of such protection is available on the websites staysafeonline , getnetwise, and onguardonline. Please note that Sheprd is not affiliated with the above listed sites, nor is the above intended as an endorsement of any of the products or services listed on such sites.
Disclaimers; Limitations; Waivers of Liability.
YOU AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS OFFERED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAWS AND WITH ANY LEGALLY REQUIRED WARRANTY PERIOD LIMITED TO THE SHORTER OF 30 DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER SHEPRD NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "SHEPRD PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.
THE SHEPRD PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY. We do not control the information Users may make available through the Services and cannot verify or guarantee the accuracy of the information Users provide on the Services. Therefore, Sheprd does not confirm each User's or Passenger’s purported identity or any representations they make in connection with the Services. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. SHEPRD IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL, INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES OR RIDES.
THE SHEPRD PARTIES DO NOT ENDORSE OR WARRANTY ANY PARTNER, ITS PROGRAMS OR SERVICES, OR ANY INFORMATION REGARDING THE PARTNER THAT MAY BE REFERENCED ON OR THROUGH THE SERVICE. THE SHEPRD PARTIES HAVE NO RESPONSIBILITY FOR OR INVOLVEMENT WITH ANY PARTNER OR ITS INTERACTION WITH PASSENGERS THAT MAY OCCUR BETWEEN A PARTNER AND ANY PASSENGER OR USER OF THE SERVICE.
THE SHEPRD PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF INFORMATION OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE OR BOOK RIDES, WHETHER OR NOT THE SHEPRD PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT SHEPRD IS LIABLE, THE PARTIES AGREE THAT THE CAP ON SUCH LIABILITY, AND THE MOST THE SHEPRD PARTIES WOULD BE LIABLE TO YOU FOR, IS THE AMOUNT YOU HAVE PAID SHEPRD IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.
TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE, OR THE OCCURRENCE OF OR FAILURE TO BOOK A RIDE, UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). For clarification, this Agreement shall not limit our liability to you beyond what is permitted by applicable law.
Release. On behalf of yourself and your child, you forever release, discharge, and covenant not to sue the Sheprd Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Sheprd Parties, or otherwise, in connection with your use of the Service, your booking or inability to book a Ride, or yours or your child’s interaction with any party through or as a result of the Service. In other words, you agree that you cannot sue the Sheprd Parties if anything happens to you, your children, or your property in connection with your use of the Service, your child being a Passenger, or your interaction with any Partner or other party through or as a result of the Service. You agree that the provisions in this Section 11 will survive any termination of your account(s), the Service, or this Agreement.
Indemnification.You agree to defend, indemnify and hold harmless the Sheprd Parties from and against all liability, claims, actions, and expenses, including attorneys' fees and costs, arising out of your use of the Service and/or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this paragraph will survive any termination of your account(s) the Service, or this Agreement.
Objectionable Content/Copyright Takedown.If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:
Copyright Policy: It is Sheprd’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Service contain infringements, please send a notice to our designated agent at the address stated below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Sheprd will also terminate a user's account if a user is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should direct your infringement claim (or other complaints), is Nicholas Jasset. You can mail him at Sheprd, Inc. 361 Newbury St, 5th Floor, Boston MA 02115 , or reach him by phone at 617-564-0725 or email at firstname.lastname@example.org.
Governing Law/Waiver of Injunctive Relief.
This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the United States and the Commonwealth of Massachusetts governing contracts entered into and to be fully performed in Massachusetts (i.e., without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Boston, Massachusetts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Boston, Massachusetts.
You acknowledge that the rights granted and obligations made hereunder to Sheprd are of a unique and irreplaceable nature, the loss of which will irreparably harm Sheprd and which cannot be replaced by monetary damages alone so that Sheprd will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Sheprd agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to: Chris Kobran at 361 Newbury St, Boston, MA 02115. We have the right, but no duty, to monitor Disputes among Users, Partners, and passengers.
Mandatory Arbitration. If you and Sheprd are unable to resolve a Dispute through informal negotiations within 30 days, either you or Sheprd may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
Notwithstanding the above, you and Sheprd agree that arbitration will be limited to the Dispute between Sheprd and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
You and Sheprd agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Sheprd’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
The failure of Sheprd to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Sheprd’s right to assert or rely upon any such provision or right in that or any other instance.
You and Sheprd agree that if any portion of this Agreement, except any portion of Section 15.4, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 15.6 is found to be illegal or unenforceable, then neither you nor Sheprd will arbitrate any Dispute falling within that portion of Section 15.4 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Boston, Massachusetts, and you and Sheprd agree to submit to the personal jurisdiction of that court.
Questions?If you have any questions about this Agreement, its terms, your account or your rights hereunder, or if you have any complaints or claims, please contact: Sheprd at email@example.com, 617-564-0725 361 Newbury St, 5th Floor, Boston, MA 02115.