American Board of Foot and Ankle Surgery
Website Terms of Use
Effective Date: April 24, 2025
1. INTRODUCTION
PLEASE READ THESE TERMS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS. AMONG OTHER IMPORTANT PROVISIONS, THESE TERMS INCLUDE AN ARBITRATION PROVISION THAT, SUBJECT TO SOME LIMITED EXCEPTIONS, REQUIRES YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST ABFAS ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
2. INFORMATIONAL PURPOSES ONLY
The Sites are provided for general informational purposes only. The Sites are not intended to provide any type of professional advice, medical or otherwise. While the Sites contain information on matters related to the medical profession, such information is general in nature and does not take into account your or any other person’s specific circumstances. Please consult a qualified professional as needed in your assessment of any information on the Sites.
3. ACCOUNTS AND PASSWORDS
To access certain portions of the Sites, you must have an account. You agree to maintain the accuracy of any data submitted while signed in to your account. If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate your account and suspend or terminate your use of the Sites.
You are responsible for preserving the confidentiality of your account password and will notify us of any known or suspected unauthorized use of your account. You agree that you are responsible for all acts or omissions that occur on your account while your password is being used.
4. OWNERSHIP OF THE SITES
The Sites and all of their content, features and functionality, including all information, text, graphics, Trademarks (defined below), icons, images, audio and video content, and data compilations, and the design, selection and arrangement thereof (collectively, the “ABFAS Content”), are the exclusive property of ABFAS or our licensors and may not be used or exploited in any way without our prior written consent.
We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license (the “License”). The License is available to you unless and until you or we terminate these Terms, we otherwise suspend or terminate your access to the Sites, or you are barred from using the Sites by applicable law. ABFAS reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Under the License, you are permitted to use the Sites and the ABFAS Content solely for personal, non-commercial purposes and only in the following ways: (a) you may access and browse the Sites, and use the Services made available to you, using a device that you own or are authorized to use (a “Device”); (b) you may download the ABFAS Content onto your Device and print out a hard copy, provided that you do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information; and (c) your Device may temporarily store copies of the ABFAS Content incidental to your use of the Sites.
You may not otherwise modify, copy, distribute, display, reproduce, sell, license, create derivative works from, or use or exploit the ABFAS Content, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of ABFAS and any applicable licensor. Any unauthorized use of the ABFAS Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and other applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.
The ABFAS Content includes the trademarks, service marks, logos, slogans, trade names, and trade dress used on the Sites (the “Trademarks”). The absence of a trademark notice or symbol indicating the registration or ownership of a Trademark does not constitute a waiver of ABFAS’s or its licensor’s trademark or other rights. These Terms do not grant you any rights to use the Trademarks. Under no circumstances are you permitted to use the Trademarks in a manner that creates a likelihood of consumer confusion.
Finally, the Sites are intended for users genuinely interested in our services. Under no circumstances may the Sites or the ABFAS Content be used for the purpose of, or with the intention of, initiating litigation or arbitration, including using the Sites in order to trigger or induce an alleged violation of any law (“Litigation Purposes”). Use of the Sites for Litigation Purposes is strictly prohibited, exceeds the parameters of the License, and, as such, constitutes a breach by you of these Terms. In such circumstances, ABFAS may elect to terminate these Terms, without prejudice to our ability to seek damages, including attorneys’ fees, resulting from your breach.
5. VIDEO CONTENT
The Sites may contain video content, audiovisual content, or content of a like nature (collectively, “ Video Content”). Video Content is provided for the purpose of enhancing the user experience on the Sites and is, therefore, provided in connection with ABFAS’s certification services provided to medical professionals. ABFAS is not in the business of renting, selling, or delivering Video Content in a commercial manner. By using the Sites, you agree that ABFAS is not a “video tape service provider,” as defined in the Video Privacy Protection Act (“VPPA”), 18 U.S.C.A. § 2710, or similar state laws.
Further, the Sites may include online technologies and code-based tools, including cookies, pixels, web beacons, and software development kits, that track information about your activity on the Sites (collectively, “ Cookies”). Cookies may result in information about your activity on the Sites being transmitted from your browser to ABFAS and to third parties, which, in turn, may result in the display of targeted advertisements on third-party websites, services, or platforms (“External Sites”). Whether Cookies on the Sites result in your browser’s transmission of information to third parties depends on a number of factors that may be outside of ABFAS’s knowledge or control, including what External Sites you use, what information you have provided to External Sites, and whether (and the extent to which) you have limited the use of Cookies by the operators of External Sites.
You hereby acknowledge and agree that, if Cookies on the Sites result in your browser’s transmission of information to EXTERNAL SITES, (A) such transmissions do not constitute a “knowing disclosure” of “personally identifiable information” by ABFAS under the VPPA and (B) you will not initiate any litigation or otherwise assert any claim against ABFAS based, in whole or in part, on such transmissions, whether under the VPPA, the California Invasion of Privacy Act (Cal. Penal Code § 630 et seq.), or any other statute, regulation, or cause of action.
6. USER CONTENT
You may be permitted to submit, post, link, send, or otherwise share information and content to or through the Sites (“ User Content”). User Content has not necessarily been reviewed or approved by ABFAS, and we, therefore, make no representations or warranties as to the accuracy, reliability, completeness, timeliness, or any other aspect of any User Content. Any views or opinions expressed in User Content belong to the users who shared the content and not to ABFAS. Your reliance on any User Content is done entirely at your own risk. You understand and agree that we are not responsible for, and shall have no liability related to, any User Content, including your reliance on such content.
You will retain ownership of any intellectual property rights that you own in your User Content. However, in exchange for the opportunity to use the Sites, when you share User Content you automatically grant to ABFAS a royalty-free, perpetual, irrevocable, worldwide, unlimited, sublicensable, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, display, and otherwise use and exploit your User Content for any purpose (commercial or otherwise) and in any media, medium, form, format, and forum now known or hereafter developed (the “User Content License ”). We may sublicense the rights granted under the User Content License through multiple tiers of sublicenses. By sharing User Content, you represent and warrant that you possess all rights and permissions necessary to grant the User Content License to ABFAS.
User Content shall not be deemed confidential and ABFAS shall not have any obligation to keep any such content confidential. You acknowledge and agree that ABFAS shall be free to use any ideas, concepts, know-how, or techniques contained in User Content for any purpose whatsoever, including developing, manufacturing, and marketing products and services incorporating or based on your User Content, all without any compensation or attribution to you.
For avoidance of doubt, all User Content on the Sites is considered ABFAS Content. As such, aside from the limited right to access and use the Sites and the ABFAS Content granted in the License, you may not use or exploit User Content shared by another party in any way without the prior written permission of the owner of such content.
7. TRANSACTIONS
A. General
You may be permitted to engage in financial transactions on the Sites, including the payment of Annual Fees (defined below), event registration fees, and other payments and purchases (collectively, “Transactions”). If you wish to engage in a Transaction, you will be asked to supply certain information, including your name, payment method, and billing information (collectively, “Payment Information”).
The payment methods that we accept will be set forth on the Sites and may change from time to time. You represent and warrant that you have the legal right to use any payment method designated by you for a Transaction. You further agree to provide current, complete, and accurate Payment Information. You agree to promptly update your account and/or Payment Information as necessary, so that we can complete your Transaction and contact you as needed. By submitting any Payment Information, you grant to ABFAS the right to provide such information to third parties for purposes of facilitating the completion of your Transaction. Verification may be required prior to the completion of a Transaction.
We reserve the right to cancel or modify Transactions as we deem necessary, and we shall have no liability to you other than refunding your payment. Without limiting the preceding sentence, we reserve the right to refuse service to parties that we suspect to be resellers and otherwise to limit or cancel quantities purchased per person, per household, or per Transaction. These restrictions may include Transactions initiated under the same name or account, that use the same payment method, or that use the same billing address and/or shipping address. If we modify or cancel a Transaction, we will attempt to notify you via the contact information we have on file for you.
You agree to pay all charges incurred by you or on your behalf through the Sites at the price in effect when incurred, including any shipping charges. You are solely responsible for any taxes applicable to your Order, regardless of whether tax is included in the purchase price on the Sites. Further, it is your responsibility to comply with all applicable laws concerning the receipt, possession, and use of any product or service purchased from the Sites. Any offer for a product or service made on the Sites is void where prohibited.
8. USER CONDUCT
You shall not share any User Content or otherwise use the Sites in any manner that:
Is designed to interrupt, destroy, or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files, or programs);
Interferes with or disrupts the Sites, services connected to the Sites, or otherwise interferes with operations or services of the Sites in any way;
Infringes any copyright, trademark, trade secret, patent, or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
Consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
Causes us to lose (in whole or in part) the services of our Internet service providers or other suppliers;
Links to materials or other content, directly or indirectly, to which you do not have a right to link;
Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or discriminatory on the basis of race, ethnicity, nationality, sex, gender, sexual orientation, religion, or age;
Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
Violates, or encourages anyone to violate these Terms or any applicable local, state, provincial/territorial, national, or international law, regulation, or order.
Notwithstanding the use restrictions in this Section 8, nothing in these Terms shall prohibit or restrict your ability to (i) make any “statement” protected by Cal. Civ. Code § 1670.8; (ii) engage in a “covered communication” as defined by the Consumer Review Fairness Act, 15 U.S.C.A. § 45b; or (ii) express or publish any review, performance assessment, or similar analysis (collectively, “Reviews”) about ABFAS, its employees or agents, or its products or services, to the extent that such Reviews are protected under applicable law.
9. LINKS TO THE SITES
10. LINKS TO EXTERNAL SITES
The Sites may contain links or otherwise facilitate access to External Sites. We are not responsible for the availability of these External Sites, nor do we endorse the activities or services provided by External Sites. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of External Sites or reliance on any content, goods, or services available on External Sites.
11. PRIVACY
Your submission of personal information through the Sites is governed by our Privacy Policy, which is hereby incorporated into these Terms by reference.
As such, by using the Sites, you are representing to ABFAS that you understand and accept how we collect, use, and disclose information concerning your use of the Sites, as set forth in our Privacy Policy. You understand and agree that (a) ABFAS is justifiably relying on this representation in granting you access to the Sites and (b) if you later take legal action inconsistent with this representation, such action will constitute evidence that your representation was false. In that case, ABFAS may elect to terminate these Terms, without prejudice to our ability to seek damages resulting from your breach. If you do not agree to the practices described in our Privacy Policy, you may not use the Sites or provide us with any information.
12. MOBILE ALERT PROGRAM
A. Program Description
From time to time, ABFAS may offer a mobile alert program (the “Program”). The Program allows participants to receive text message alerts, including by SMS and MMS, from ABFAS, which may include informational alerts, account and payment reminders, exam-related communications, event details, and special offers. The Program will send SMS MTs if your mobile device does not support MMS messaging. Participation in the Program is subject to the terms of this Section 12 and all other provisions of these Terms, unless we expressly state otherwise.
B. User Opt In
By signing up for the Program online, texting a keyword to ABFAS in response to a written or verbal call-to-action, or otherwise providing your telephone number to us, you are (a) opting into the Program, meaning you are agreeing to receive text message communications, including informational, transactional, and marketing messages, from ABFAS; and (b) be bound by these Terms in connection with your participation in the Program.
The text messaging service used by ABFAS to communicate with you does not have the capacity to generate telephone numbers or initiate messages without human intervention. Thus, our text messages are not sent to you by an automatic telephone dialing system (“ATDS” or “autodialer”). Nevertheless, by opting into the Program, you agree to receive autodialed text messages, including promotional messages, and you understand that consent is not required to make any purchase from ABFAS.
Cost and Frequency
Message and data rates may apply. The Program involves recurring text messages, and additional messages may be sent based on your interaction with ABFAS.
C. User Opt Out and Additional Commands
To opt out of the Program, reply “STOP” to any text message you received from ABFAS on your mobile device. This is the easiest and preferred method to opt out of receiving text messages through the Program. You may receive an additional text message confirming your decision to opt out. The Program may recognize or respond to additional commands and keyword queries. Thus, you may receive additional text messages based on your interaction with the Program, even after opting out of the Program. You acknowledge and agree that, notwithstanding any prior opt-out attempt, you consent to receive further messages from or on behalf of ABFAS that result from your continued communication with the Program. ABFAS may also provide you instructions on how to rejoin receiving the Program’s recurring text message alerts when you unsubscribe. You agree that you are subject to these Terms, including any modifications thereto then in effect, if you resubscribe to the Program through any of the available options to do so.
Please also note that replying “STOP” to any Program text message will only result in opting out of Program text messages and will not affect or otherwise opt you out of receiving other communications from ABFAS, including emails, voice telephone calls (including live voicemails and/or voicemail drops), and text messages sent from another telephone number.
D. Disclaimer of Warranties
ABFAS will not be liable for any delays or failures in the receipt of any messages connected with this Program. Delivery of messages is subject to effective transmission from your wireless service provider/network operator and is outside of ABFAS’s control. If you are dissatisfied with the Program or any content provided by ABFAS, your sole remedy is to discontinue participating in the Program. You acknowledge that your participation in the Program is at your own risk.
E. Supported Carrier Disclaimer
You agree that carriers are not liable for delayed or undelivered messages.
F. Your Information
ABFAS will use and disclose information you provide to operate the Program and respond to you, if necessary. ABFAS DOES NOT SELL, RENT, LOAN, TRADE, LEASE OR OTHERWISE TRANSFER FOR PROFIT ANY PHONE NUMBERS COLLECTED THROUGH THE PROGRAM TO ANY THIRD PARTY. Nonetheless, ABFAS reserves the right at all times to disclose any information that you provide to us as necessary to satisfy any law, regulation, or governmental request, to avoid liability, or to protect ABFAS’s rights or property, and as needed to operate the Program. The preceding terms of this paragraph are limited to the Program and have no effect on any other privacy policy(ies) that may govern the relationship between you and ABFAS in other contexts.
When you complete forms online or otherwise provide ABFAS information in connection with the Program, you agree to provide accurate, complete, and true information. You agree not to use a false or misleading name or a name that you are not authorized to use. You further warrant and represent that you will not provide to ABFAS any telephone number that is not assigned to you, and that if you obtain a new telephone number, you will promptly notify ABFAS that your prior telephone number is no longer assigned to you. If ABFAS believes that any such information is untrue, inaccurate, or incomplete, or that you have opted into the Program for an ulterior purpose, ABFAS may refuse you access to the Program and pursue any appropriate legal remedies.
G. Support
For support, text “HELP” to any ABFAS text message.
13. DISCLAIMER OF WARRANTIES
A. THE SITES
THE SITES AND THE ABFAS CONTENT ARE PROVIDED "AS IS." WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITES OR THE ABFAS CONTENT, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES THAT THE SITES OR THE ABFAS CONTENT ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING.
WITHOUT LIMITING THE PRECEDING PARAGRAPH, WE DO NOT GUARANTEE (A) THAT THE SITES OR THE ABFAS CONTENT WILL MEET YOUR REQUIREMENTS; (B) THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES; OR (C) THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION ON THE SITES.
B. PRODUCTS & SERVICES
YOU UNDERSTAND AND AGREE THAT, UNLESS WE EXPRESSLY STATE IN WRITING THAT A WARRANTY APPLIES, ANY PRODUCTS OR SERVICES THAT YOU OBTAIN FROM THE SITES, BY PURCHASE OR OTHERWISE, ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
C. ADDITIONAL RIGHTS
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION 13 MAY NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THESE TERMS SEEKS TO EXCLUDE ANY WARRANTIES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW. YOU AGREE, HOWEVER, THAT THE TERMS OF THIS SECTION 13 SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
14. OUR LIABILITY TO YOU
A. LIMITATION OF LIABILITY
ABFAS AND ITS OFFICERS, SHAREHOLDERS, MANAGERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, AND LICENSORS (THE “RELEASED PARTIES”) WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY) FOR THE FOLLOWING DAMAGES OR LIABILITIES, IF ANY, ARISING IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE SITES, INCLUDING ANY PRODUCTS OR SERVICES THAT YOU ACQUIRE VIA THE SITES, OR THE ABFAS CONTENT: (A) INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, statutory, EXEMPLARY, CONSEQUENTIAL, OR ANY TYPE OF DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING ANY LOSS OF DATA, REVENUE, USE, BUSINESS, OR PROFITS; (B) DAMAGES, INCLUDING FOR ANY DELAY OR FAILURE IN PERFORMANCE, ARISING FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (C) DAMAGES ARISING FROM THE CONDUCT OF OTHER USERS OF THE SITES OR THEIR USER CONTENT; AND (D) DAMAGES RELATING THE DELAY, FAILURE, INTERRUPTION, DISCLOSURE, OR CORRUPTION OF ANY DATA OR INFORMATION TRANSMITTED IN CONNECTION WITH THE SITES.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE RELEASED PARTIES IN CONNECTION WITH ANY DISPUTE (DEFINED BELOW) EXCEED THE GREATER OF (A) $250 USD OR (B) THE AMOUNT YOU PAID TO ABFAS IN CONNECTION WITH YOUR USE OF THE SITES IN THE 12-MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM RELATED TO THE DISPUTE AROSE.
THE LIMITATION OF LIABILITY IN THIS SECTION 14 APPLIES EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FURTHER, YOU UNDERSTAND AND AGREE THAT THE LIMITATION OF LIABILITY IN THIS
SECTION 14 IS AN ESSENTIAL ASPECT OF OUR ABILITY TO PROVIDE THE SITES TO YOU AND THAT WE WOULD NOT BE ABLE TO DO SO WITHOUT IT.
B. ADDITIONAL RIGHTS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME THE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 14 MAY NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THESE TERMS SEEKS TO EXCLUDE OR LIMIT ANY DAMAGES OR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. YOU AGREE, HOWEVER, THAT THE TERMS OF THIS SECTION 14 SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
15. INDEMNIFICATION
You agree to indemnify, hold harmless, and (at our option) defend the Released Parties from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to: (a) your breach or repudiation of any of these Terms; (b) any User Content you share on or through the Sites; and (c) your violation of any law or the rights of a third party. We reserve the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required absent our prior written consent.
Separately, if you initiate (or threaten to initiate) any litigation, arbitration, or otherwise assert any claim against the Released Parties that is based or relies, in whole or in part, upon a repudiation or breach of any promises, representations, warranties, agreements, or consents that you have made to or with ABFAS pursuant to these Terms (collectively “Prohibited Legal Actions”), you agree to indemnify the Released Parties from and against any and all claims, damages, costs and expenses, including reasonable attorneys’ fees, that arise from or relate to the Prohibited Legal Action, regardless of the legal theory of the Prohibited Legal Action and whether it is brought or asserted individually or as part of a collective or class proceeding.
16. DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE
If there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them (each, a “Dispute”), you and ABFAS agree to resolve such Dispute though the dispute resolution procedures set forth in this Section 16.
A. Informal Dispute Resolution
All Dispute Notices must: (a) be signed by the Complaining Party; (b) include the Complaining Party’s name, physical address, and email address; (c) describe with specificity the nature and basis of the Dispute in a manner sufficient for the Receiving Party to evaluate the merits of the Complaining Party’s individualized claim, and (d) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. Each Dispute Notice is limited to a single Dispute between you and ABFAS. As such, your Dispute and the Disputes of other parties may not be combined into a single Dispute Notice.
Dispute Notices shall be sent to:
- ABFAS: by physical mail at American Board of Foot and Ankle Surgery, 445 Fillmore Street, San Francisco, CA 94117-3404 and by email at info@abfas.org.
- You: by physical mail and email using the contact information we have on file for you or, if we have no or insufficient contact information you, by other reasonable means.
You and ABFAS agree to attempt to resolve the Dispute through informal negotiation within sixty (60) days beginning on the date that a valid Dispute Notice is sent (the “Informal Negotiation Period”). During the Informal Negotiation Period, the parties are required to conduct an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and ABFAS (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to participate. ABFAS will participate in the Conference through one or more representatives, which may include our counsel.
Both you and we agree that the foregoing dispute resolution procedure (the “Informal Dispute Resolution Procedure”) is a condition precedent that must be satisfied before initiating any arbitration or litigation or otherwise filing any claim against the other party. If any aspect or requirement of the Informal Dispute Resolution Procedure has not been completed or satisfied, the parties agree that (i) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration or litigation and (ii) unless prohibited by law, no arbitration administrator shall accept or administer any arbitration or demand fees in connection with the Dispute.
B. Individual Arbitration
IF ANY DISPUTE CANNOT BE RESOLVED BY THE INFORMAL DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU AND ABFAS WILL NOT HAVE, AND YOU AND ABFAS EACH HEREBY WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE ITS CLAIMS, AND THAT NEITHER PARTY MAY PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT YOU AND WE WOULD OTHERWISE HAVE IN COURT WILL NOT BE AVAILABLE OR WILL BE MORE LIMITED IN ARBITRATION, INCLUDING DISCOVERY AND APPEAL RIGHTS.
All such Disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by these Terms), before one arbitrator to be mutually agreed upon by both parties (a Dispute submitted to JAMS for arbitration being a “Demand for Arbitration”). The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (the “Minimum Standards”) if (and only if) it is determined by JAMS or the arbitrator that the Minimum Standards are applicable to the Dispute. The Minimum Standards are available at www.jamsadr.com/consumer-minimum-standards. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $5,000 or less, you may choose to (a) have the arbitration conducted solely on the basis of the documents submitted to the arbitrator or (b) hold a hearing by teleconference or videoconference. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable. For the avoidance of doubt, you and ABFAS agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this Section 16 or the arbitrability of any claim or counterclaim. The award rendered by the arbitrator may be confirmed and enforced in a court of competent jurisdiction.
C. Mass Arbitration
This Section 16(C) applies to Mass Arbitrations (defined below) and supersedes any provision to the contrary in these Terms.
If you or ABFAS files a Demand for Arbitration that is one of fifty (50) or more similar Demands for Arbitration filed against the other party (i.e., against you or ABFAS, as applicable) by parties represented by the same law firm or law firms acting in coordination (“Mass Arbitration”), the arbitration of the Dispute, and all other Disputes constituting the Mass Arbitration, shall be conducted in accordance with the JAMS Mass Arbitration Procedures and Guidelines, including the JAMS Mass Arbitration Fee Schedule (the “Mass Arbitration Procedures”). The Mass Arbitration Procedures are available at www.jamsadr.com/mass-arbitration-procedures.
You and ABFAS agree that, in the event of a Mass Arbitration, any issues arising under or relating to (a) the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable or (b) the jurisdiction of the arbitrator, including any objections with respect to the existence, scope, or validity of this Section 16 or the arbitrability of any claim or counterclaim, shall be decided by a court of competent jurisdiction.
D. Exceptions
Notwithstanding any other provision of this Section 16, you or ABFAS may (a) bring an individual claim or elect to resolve a Dispute in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply (so long as the action is litigated exclusively in small claims court and is not removed or appealed to a court of general jurisdiction) and (b) file an individual claim in court to (i) enjoin the infringement or other misuse of its intellectual property rights or (ii) seek a declaration that the other party is in breach of these Terms. You and ABFAS agree that any claims referenced in the preceding sentence must be brought and maintained on an individual basis.
In addition, nothing in these Terms prohibits you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
17. CHOICE OF LAW AND CHOICE OF FORUM
These Terms have been made in and shall be construed in accordance with the laws of the United States and the State of California, without giving effect to any conflict of law principles. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16), and not any state arbitration law.
Except for claims properly lodged in a small claims court in the United States, any Disputes not subject to arbitration pursuant Section 16, including those referenced in Section 16(D), shall be resolved by a court located in the State of California. You hereby agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action and waive any jurisdictional, venue, or inconvenient forum objections.
18. COMPLIANCE WITH LAWS
ABFAS controls and operates the Sites from within the United States and makes no representation or warranty that the Sites are appropriate or available for use or access in any location outside of the United States. Anyone using or accessing the Sites from outside the United States does so on their own risk and is responsible for compliance with all applicable laws and regulations, including U.S. and international export control laws and regulations.
19. MODIFICATION AND TERMINATION
We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. In addition, we will seek to notify you of any material changes to these Terms via a posting on the Sites, via email at the email address we have on file for you, or another reasonable means. Your use of the Sites following any changes to these Terms will constitute your acceptance of the Terms as modified.
The following provisions shall survive the termination of these Terms: Sections 1, 4 (excluding the License), 5, 6, 8, 11, 13, 14, 15, 16, 17, and 20, and any other provisions of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.
20. MISCELLANEOUS
A. Interpretation
In these Terms, the words “include,” “includes,” and “including” are used in an illustrative sense and shall be construed as if followed by “without limitation.” Titles and headings to sections and sub-sections herein are included for convenience only and are not intended to affect the meaning or interpretation of these Terms. Any limited or specific disclaimers or limitations of liability in these Terms shall not limit the effect, force, or breadth of any broader disclaimers or limitations of liability in these Terms. When these Terms refer to a decision or action that will or may be made or taken by ABFAS, such decision or action shall be made, taken, or refrained from in ABFAS’s sole discretion and judgment.
B. No waiver
If ABFAS does not exercise or enforce any legal right or remedy which is contained in these Terms, or which ABFAS has the benefit of under any applicable law or regulation, such action or inaction shall not be deemed a formal waiver of ABFAS’s rights, and all such rights or remedies shall still be available to ABFAS.
C. Severability
If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
D. Entire Agreement
These Terms (including, for avoidance of doubt, and any Additional Terms) set forth the entire understanding and agreement between you and ABFAS with respect to your use of the Sites.
You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
F. No Relationship
These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and ABFAS.
G. Notice to California Residents
The following terms apply to California residents:
i. You may reach ABFAS at the contact information provided in Section 21. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
ii. With respect to any limitations or disclaimers of warranties or liability included in these Terms, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
H. Admissibility
You agree that all agreements, notices, disclosures, and other communications that ABFAS provides to you (a) via a posting on the Sites or (b) an email to an address that we have on file for you will satisfy any legal requirement that such communications be in writing. You agree that a printed version of these Terms and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms or your use of the Sites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
21. CONTACT US
If you have any questions, comments, or concerns about these Terms, please contact us at: