Utility Ranger, LLC (“Utility Ranger, we, us, our”) is the owner and provider of a utility billing  software as a service application known as Utility Ranger®. Utility Ranger provides a proprietary, web-based platform that provides resident billing, and online payment tools for our property owner, homeowners association, and property management company customers (the “Platform”). The Platform is offered and licensed to property owners and their agents for the purpose of creating and sending resident invoices. Access to the Utility Ranger Platform is limited to Licensees (“Licensees”) and their users, residents, and/or its customers. Utility Ranger operates a website at www.utilityranger.com and offers customers access to the Subscription Services.

By using the Utility Ranger Platform or by clicking to accept or agree to the Terms of Use when the option is made available to you, you accept and agree to be bound and abide by these terms of use (the “Terms of Use”) and our Privacy Policy, incorporated herein.

1. Applicability & Acceptance of these Terms and Conditions. By viewing, using, accessing, browsing, or submitting any content or material on the Website or Subscription Services, you agree to these Terms and Conditions as a binding legal agreement between you and Utility Ranger, without limitation or qualification. The terms “Customer”, “You”, “you” or “Your” shall refer to any person or entity who views, uses, accesses, browses or submits any content or material to the Website or Subscription Services. If you do not agree to these Terms and Conditions, then you may not use the Website or Subscription Services. Utility Ranger reserves the right to modify these Terms and Conditions at any time without prior notice. You agree that each visit you make to the Website or Subscription Services shall be subject to the then-current Terms and Conditions, and continued use of the Website or Subscription Services now or following modifications in these Terms and Conditions confirms that you have read, accepted, and agreed to be bound by such modifications.
2. Changes to the Terms of Use. Utility Ranger may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter, subject to any applicable licensing agreements with our Licensees. Utility Ranger reserves the right, in its sole discretion, to change or discontinue any aspect or feature of the Subscription Services with or without notice and/or the services offered on or through the Subscription Services (or any part thereof), including but not limited to a Subscription Service’s features, look, feel, and functional elements and related services, content, hours of availability, and/or modifications regarding our order process. Utility Ranger also reserves the right to change or modify the terms and conditions applicable to your use of the Subscription Services, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use at any time. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, posting on the Subscription Services, or by electronic or conventional mail, or other means by which you obtain notice thereof. Any use of the Subscription Services by You subsequent to such notice shall be deemed to constitute acceptance by you of such changes, modifications or additions.
3. Services. Utility Ranger hereby grants you a limited, non-transferable, non-exclusive right during the Term of Your Subscription to access and use the Utility Ranger Platform in accordance with these Terms of Use, including the right of your authorized employees, agents, and other users (“End Users”) to access and use the Utility Ranger Platform.  After Your Subscription begins, you may add additional Properties or Units for an additional fee.   , which may be updated from time to time, and can be accessed at www.Utility Ranger.com/corp/privacy-policy, as a condition of our provision of Services.
4. Your Responsibilities. You must obtain and maintain accurate records from each resident (the lessee of record or current occupant of a dwelling at a Property) (“Resident”) an executed and enforceable lease or other appropriate consent documentation granting you the right to provide Ratio Utility Billing Services (RUBS), including but not limited to the Residents’ obligation to pay separately for the Services, the billing methodologies utilized at the Property, and any Resident-paid administrative and/or service fees. 

To comply with compliant utility billing language in your lease, you will need to update the lease language to clearly and accurately reflect the Ratio Utility Billing System (RUBS) that you will be using. Here are a few steps to help you update your lease language:

1. Clearly explain the RUBS billing method: Make sure to explain the RUBS billing method in detail, including how the charges will be calculated, how the charges will be billed to the tenants, and when the charges will be due.
2. Specify which utilities are covered: Be clear about which utilities are included in the RUBS billing, such as electricity, water, gas, or trash.
3. Include a statement of responsibility: Include a statement that clearly explains the tenant’s responsibility for the utility charges and that they are responsible for the utility usage in their unit.
4. Include a dispute resolution process: Include a process for resolving disputes over utility charges, such as mediation or arbitration.
5. Include a clause on Allocation: If you are using allocation method make sure to include the details in the lease agreement.
6. Include a clause on the right to audit: Include a clause that gives you the right to audit the utility usage in the unit to ensure that the charges are accurate.
7. Review and update regularly: It’s important to review and update your lease language regularly to ensure that it is compliant with the latest regulations and laws.

It’s important to note that some states and municipalities have regulations that restrict or prohibit landlords from using RUBS, and in some places, RUBS may be allowed but only in certain circumstances. Therefore, it’s important to understand the local regulations before implementing a RUBS program and update your lease accordingly. Additionally, it’s important to consult with a lawyer with experience in landlord-tenant law to ensure that your lease language is compliant with the regulations and laws in your area. You are solely responsible for complying with all laws, including landlord/tenant laws.

You are solely responsible for all consequences of any inaccurate or outdated information used to bill your residents using the Utility Ranger Platform including but not limited to regulatory restrictions, resident notifications, lease language, administrative fee waivers, utility provider bills, occupant(s) information, and/or unit size information. 

5. Subscriptions. Utility Ranger requires payment of a fee for use of the Services (or certain portions thereof) and you agree to pay such fees.
   1. General. When you purchase a subscription for the Services (“Subscription”), you expressly authorize us (or our third-party payment processor) to charge you for such Subscription. We may ask you to supply additional information relevant to your Subscription, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Subscription, you authorize us to provide your Payment Information to third parties so we can complete the transaction related to your Subscription and to charge your payment method for the type of Subscription you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Subscription (such information is included within the definition of Payment Information). By initiating a Subscription, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Subscriptions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
   2. Subscriptions. If you purchase a Subscription, you will be charged the monthly Subscription fee designated by the User Type selected, either Cadet or Commander, multiplied by the number of consolidated units added to the property(ies) setup within your Utility Ranger account (“Subscription Fee”), at the beginning of your Subscription month and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE UTILITY RANGER TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, Utility Ranger will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Utility Ranger. Your Subscription continues until canceled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
   3. Canceling Your Subscription. You may cancel your Subscription for a full refund within ten (10) calendar days of your initial purchase. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a transaction, we reserve the right to cancel your transaction for any reason; if we cancel your transaction we will refund any payment you have already remitted to us for such transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to support@utilityranger.com indicating you are canceling your Subscription. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges (other than for the Subscription Fees and any applicable taxes and other charges due for the then current Subscription period).
   4. Free Trials. We may offer to certain qualifying users paid Subscriptions on a free trial basis (“Free Trial”) for a specified period of time. If we offer you a Free Trial, the specific terms of your Free Trial will be provided at signup. Your use of the Free Trial is subject to your compliance with such specific terms. Certain limitations may exist with respect to combining Free Trials with any other offers. Except as may otherwise be provided in the specific terms for the Free Trial offer, Free Trials are only available to users who have not previously held a paid Subscription. When you agree to a Free Trial, you are also agreeing to sign up for a paid Subscription as described above and, consequently, unless you cancel your Subscription prior to the end of your Free Trial, we (or our third party payment processor) will begin charging your payment method on a recurring monthly basis for the applicable monthly fees (plus any applicable taxes and other charges) at the end of the Free Trial until you cancel your Subscription. If you wish to avoid charges to your Payment Information, you must cancel your Subscription prior to midnight Eastern Time on the last day of your Free Trial period. Instructions for canceling your subscription are stated in the section above titled “Canceling Your Subscription.”
   5. Modifications. We reserve the right to modify the Subscription Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Services that materially reduce the functionality of the Subscription Services provided to you during the Term. We might provide some or all elements of the Subscription Services through third party service providers.
6. Permitted Use. Utility Ranger may access Your data for the purpose of providing services related to the Subscription Services, including proper function of the software, responding to your service requests made to product support, and the on-going maintenance and enhancement of Subscription Services. Utility Ranger may include Your data in aggregation operations for the purposes of system maintenance, market research, and product Aggregated data is metadata (data about data) derived from multiple constituent data sources. The meta data developed by Utility Ranger is the sole and exclusive property of Utility Ranger and may be incorporated into products and services at its sole discretion
7. Payment Authorization. Utility Ranger contracts its payments services through our payment partner Payload, LLC (Payload). Upon  requesting payment services, you hereby appoint Payload as your agent to (a) collect payments from all payers who sign up for Payments Service and (b) credit your account(s) provided to Payload, less applicable fees, for every month Your Subscription is in effect.  You authorize Payload to act as an agent your behalf to process payments from payers via Automated Clearing House (“ACH”) and/or credit card processing to any bank account provided to Payload in your name. In the event that a credit issued by Payload on behalf of a Resident comes back returned by the account holder’s bank or credit card company for fraudulent activity, insufficient funds, chargeback dispute, or any returned item, you understand that the credit for the returned item issued will be reversed from original deposit account by the account holder’s bank or credit card company.  In this event, you will certify that the funds will be available for reversal and you will be liable in the event that the funds are not available.  You authorize us to create a Merchant ID account to process VISA, MasterCard, American Express, and Discover in your name and you may not share your Merchant ID for anyone else to use.  You are responsible for the credit card processing fees set forth in the Merchant Onboarding Form.  You further authorize Payload to act as an agent to manage and collect VISA, MasterCard, American Express, and Discover credit card payments through the Merchant ID in your name.  All payments will be credited to your existing bank account on file with Payload, less any transaction fees associated with said payment.  We will only process transactions via your Merchant ID for the purpose of providing the Services.  You acknowledge that the origination of ACH transactions to your account must comply with all applicable state and federal laws. To view additional terms of Use associated with your Merchant account, go to: https://payload.co/terms.
8. System Maintenance and Upgrade. Subscription Services are offered as Software-as-a-Subscription (SaaS). The system is accessed in the cloud via an internet connection. The Subscription Services are maintained centrally in a cloud hosting environment by Utility Ranger for all subscribers. The software accessed by the subscriber is always the most current available version. Utility Ranger uses commercially reasonable efforts to ensure the computing infrastructure accessed by the subscriber is maintained and upgraded as required to optimize performance. In addition, Utility Ranger centrally installs software upgrades, enhancements, and bug fixes in the cloud hosted environment.
9. Support Services. Utility Ranger agrees to provide You with technical support for Utility Ranger (“Support“) which shall or may include email, phone, and/or online chat at no additional cost during the Term. Phone support shall be available from 8:00 a.m. to 7:00 p.m. Eastern Time, Monday through Friday, excluding US National holidays. Online support is also available through Utility Ranger’s platform at https://app.utilityranger.com/support/contact. Utility Ranger shall use commercially reasonable efforts to respond to on-line requests during regular support business hours as set forth above; provided however, Utility Ranger makes no promise or guarantee of any specific response time
10. Data Access/Portability. You retain ownership of transactional data contained in Subscription Services. You hereby grant Utility Ranger a perpetual, irrevocable, transferrable, sub-licensable, worldwide license to use such data in connection with the provision of the Services. You may at any time and at their discretion request a copy of their data contained within Subscription Services. Each request must be made in writing to Utility Ranger. Utility Ranger will provide the data within ten (10) business days. The data will be provided in an industry standard format and be accompanied with descriptive documentation sufficient for a minimally skilled technical resource to understand the content. You may not create any new records or perform transactional events in the historical data that is provided to You. Utility Ranger may provide additional professional services related to the use and interpretation of the data for a fee under a separate agreement or Order Form. You agree to maintain a copy of any data provided to Utility Ranger. Utility Ranger shall not be responsible for any loss or unavailability of data.
11. Derivative Works. Any attempt to sublicense, assign, rent, lease, sell, copy, distribute, reverse engineer, create a derivative work in whole or in part, or otherwise transfer the Subscription Services or the rights or obligations of these Terms of Use to any other property or third party without the prior written consent of Utility Ranger is strictly prohibited and shall be void and of no effect and be a material breach of these Terms of Use. You agree that the consequences of re-publication of content or information from the Subscription Services may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy and that Utility Ranger shall be entitled to temporary and permanent injunctive relief to prohibit such use.
12. Proprietary Rights; Confidentiality. You acknowledge and agree that the Website and Subscription Services contain proprietary information and content that is protected by intellectual property and other laws, and may not be used except as provided in these Terms and Conditions without prior, written consent of Utility Ranger. All Website and Subscription Services design, text, graphics, interfaces, and images (and the selection and arrangements thereof), and software, hypertext markup language, scripts, active server pages, and other content and software used in the Website and Subscription Services are hereby reserved by Utility Ranger. “Utility Ranger” is a trademark. Such trademark and other marks, logos, and names of Utility Ranger or the Subscription Services, used on or in connection with the Website or Subscription Services may not be used in connection with any product or service that is not under Utility Ranger’s ownership or control. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Utility Ranger. All other trademarks not owned by Utility Ranger (or its affiliates) that appear on the Website or Subscription Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Utility Ranger or its affiliates. All rights reserved. You acknowledge that Utility Ranger has developed substantial goodwill and competitively valuable information in connection with Utility Ranger. You agree to keep Utility Ranger and all of Utility Ranger’s information confidential, and shall not reproduce, copy, modify or otherwise alter or disclose/distribute it to a third party, nor permit any third party to do so or reverse assemble, reverse engineer, disassemble, decompile or otherwise attempt to create or discover any source code of Utility Ranger by any means whatsoever. You shall: (i) protect the confidential information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (ii) not use any confidential information for any purpose outside the scope of these Terms of Use; (iii) not disclose the confidential information to any third party; and (iv) limit access to the confidential information to its employees, contractors, advisors and agents. Upon written notice to Utility Ranger, you may disclose the Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
13. Intellectual Property Rights. The Website and Subscription Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, and logos. Furthermore, the entire contents of the Website and Subscription Services are copyrighted as a collective work/compilation. As between the parties, Utility Ranger owns copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. In the event of any copying permitted in writing by Utility Ranger, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
14. Your Account, Password, and Security at Your Risk. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK.  Use of the Subscription Services requires that you register and/or create an account (“Account“) or use the Subscription Services as a guest. To register and create an Account, you must select an account designation and password and provide certain personal information. In consideration of the use of the Subscription Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, (b) maintain and promptly update the personal information you provide to keep it true, accurate, current and complete, and (c) not share Your Account information, user name, and password with any other Person. If you provide any information that is untrue, inaccurate, not current or incomplete, or Utility Ranger has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Utility Ranger has the right to refuse any and all current or future use of the Subscription Services (or any portion thereof).

You are responsible for maintaining the confidentiality and security of your Account and password, and you are fully responsible for all activities that occur under your password or Account, and for any other actions taken in connection with the Account or password.

You agree to (a) immediately notify Utility Ranger of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information; and (b) ensure that you exit from your Account at the end of each session. Utility Ranger shall not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your Account and/or password.

15. Our Disclosure of Your Information. Due to the existing regulatory environment, we cannot ensure that all of your private and personally identifiable information will never be disclosed in ways not otherwise described herein. By way of example (without limiting the foregoing), we may be forced to disclose information to the government or third parties under certain circumstances, third parties may unlawfully intercept or access transmissions or private communications, or others may abuse or misuse your information that they collect from our Subscription. Therefore, although we intend to use industry standard practices to protect your privacy, we do not guarantee that your personally identifiable information will always remain private.
16. Representations and Warranties. You represent and warrant that: (a) you are duly organized and in good standing under the state of your organization; (b) you are fully authorized to enter into these Terms of Use as the owner of, or agent, or management company for the Property you represent; (c) these Terms of Use constitute a legal, valid, and binding agreement fully enforceable in accordance with its terms; and (d) each lease agreement to which a Resident is a party is valid and enforceable, and the each lease agreement and the laws of each respective jurisdiction in which a Property is situated permits you to: (i) pass on utility charges and other charges to such Resident(s), and (ii) otherwise perform resident billing Services utilizing the Utility Ranger Platform.
17. Term and Termination. The term of your Subscription begins on the date in which you make payment for your Subscription and continues for the duration of the Subscription period you selected, with renewals notices to be provided pursuant to Section 5(b) of these Terms of Use.  Either party may terminate your Subscription: 1) upon a breach of these Terms of Use that is uncured within seven (7) days of receiving written notice of such breach from the non-breaching party; or 2) if the other party becomes insolvent or the subject of the filing of a petition in bankruptcy.  Additionally, You may terminate your Subscription with respect to individual Properties when You sell, dispose of, or no longer manage a Property (a “Lost Property”), provided that You provide Utility Ranger at least sixty (60) days’ notice and proof of such Lost Property.  Absent notification, You will continue to be charged the Subscription Fee applicable to such Lost Property. If You terminate Services for any Property other than a Lost Property, such termination will have effect at the end of the then current Subscription period, and all fees for the remainder of the Subscription period will be due to Utility Ranger.  Utility Ranger may also terminate Your Subscription (and all Service Orders subject to these Terms of Use) if Utility Ranger in its reasonable sole discretion determines that: a) providing the Services poses a security or integrity risk to You, other Licensees or to Utility Ranger; or b) there has been, or may be, a breach of security, fraud, misrepresentation, or violation of an applicable law, rule or regulation in connection with the Services.  A suspension of Services will not relieve You of any obligation to pay for Services rendered prior to the suspension.  
18. Limitation of Remedies. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, NO PARTY WILL BE LIABLE FOR ANY REASON TO ANY OTHER PARTY, OR TO ANY RESIDENT, OR TO ANY OTHER PERSON FOR ECONOMIC, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OF ANY NATURE WHATSOEVER.  IN THE EVENT THAT WE ARE FOUND LIABLE TO YOU IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION FOR DAMAGES ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE, WHETHER ARISING BY NEGLIGENCE, INTENDED CONDUCT, OR OTHERWISE, YOU MAY ONLY RECOVER FROM US YOUR DIRECT DAMAGES UP TO AN AMOUNT NOT TO EXCEED THE TOTAL AGGREGATE FEES FOR THE SERVICES ASSESSED TO YOU BY UTILITY RANGER FOR THE THREE (3) MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO DAMAGES ALLEGED.
19. Disclaimer of Warranties. YOU UNDERSTAND AND AGREE THAT THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND UTILITY RANGER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR, NON-INFRINGEMENT.
20. Indemnification. You agree to indemnify, defend and hold Utility Ranger harmless from any third-party claims for losses, expenses, reasonable attorney’s fees or other costs incurred (each, a “Claim”) that are caused by or arise out of (a) your breach of these terms of use; (b) any violations of law or negligent conduct by you; (c) your failure to obtain required consents or sufficiently accurate information for you to perform the Services on the Utility Ranger Platform; or (d) a third-party investigation or request for information, (formal or informal), from any governmental agency, court, or any private party in any action against you.
21. Governing Law. These Terms of Use will be governed in all respects with respect to a Property by the laws of the state in which such Property resides.  In all other respects, these Terms of Use will be governed by the laws of the State of Florida. Any dispute relating to these Terms of Use will be settled exclusively by arbitration pursuant to Section 25 of the These Terms of In any action at law or in equity to enforce or interpret the provisions of these Terms of Use, the prevailing party will be entitled to recover expenses, including reasonable attorneys’ fees and costs, in addition to any other relief to which that party may be entitled. 
22. Legal Disputes Subject to Arbitration, Dispute Resolution, and Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

FILE A LAWSUIT IN COURT.

This section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms of Use or any prior agreement (including, but not limited to, claims related to interactions between users); and claims that may arise after the termination of these Terms of Use.

You agree to resolve any and all disputes with Utility Ranger as follows:

Pre-Arbitration Dispute Resolution: For any and all disputes, claims, or controversies you may have against Utility Ranger (“Disputes”), whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute informally by contacting us through this link with the following information: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the Dispute within forty-five (45) days after receiving your notification, then you may pursue resolution of the Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Arbitration Procedures

If the Dispute has not been resolved and is not subject to the exclusions provided above, then either party may initiate binding arbitration as the sole means to resolve all Disputes, subject to the terms set forth below.

All Disputes shall be resolved before a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. You can find the JAMS rules and procedures here at this link: https://www.jamsadr.com/adr-rules-procedures/.

To start an arbitration with JAMS, you must do the following: (1) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (2) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 600 Brickell Ave. Suite 2600, Miami, FL 33131; and (3) send three copies of the Demand for Arbitration to Utility Ranger at 18117 Biscayne Blvd, Suite #2440, Miami, Florida 33160, ATTN: Legal Department.

You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, each party will pay an equal share of all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

Location of Arbitration: If you live in the United States, you may initiate and litigate the arbitration in your hometown area or through the JAMS office located in Miami, FL. If you live outside the United States, you must initiate and litigate the arbitration through the JAMS office located in Miami, FL. Either party may ask that the arbitration, including the hearings, arguments, and all conferences, be conducted telephonically or by video conference (e.g., Skype).

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use, Privacy Policy or any additional policy of Utility Ranger, including but not limited to any claim that all or any part of such is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered in any court with jurisdiction.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

CLASS ACTION WAIVER: The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THIS MEANS THAT YOU AND UTILITY RANGER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A LEAD OR REPRESENTATIVE CLASS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. HOWEVER, THE PARTIES EXPRESSLY AGREE THAT SEPARATE INDIVIDUAL ARBITRATIONS SHALL BE CONSOLIDATED, UPON REQUEST BY EITHER PARTY, IF SUCH SEPARATE INDIVIDUAL ARBITRATIONS RELATE TO OR ARISE OUT OF THE SAME OR SUBSTANTIALLY THE SAME TRANSACTION(S) OR OCCURRENCE(S). CONSOLIDATION MEANS THAT ANY AND ALL SEPARATELY INITIATED ARBITRATIONS THAT RELATE TO OR ARISE OUT OF THE SAME OR SUBSTANTIALLY THE SAME TRANSACTION(S) OR OCCURRENCE(S) ARE ALL HEARD BY A SINGLE ARBITRATOR IN A SINGLE ARBITRATION. IF EITHER PARTY REQUESTS CONSOLIDATION OF MULTIPLE ARBITRATIONS, THEN THE PARTIES TO THE CONSOLIDATED CASE(S) WILL BE DEEMED TO HAVE WAIVED THEIR RIGHT TO DESIGNATE AN ARBITRATOR AS WELL AS ANY CONTRACTUAL PROVISION WITH RESPECT TO THE SITE OF THE ARBITRATION. THE FOLLOWING FACTORS MAY BE CONSIDERED IN REQUESTING A CONSOLIDATION OF ARBITRATIONS:

• The arbitrations have a common question of law or fact;
• The issues in the multiple arbitrations are largely identical;
• There are common claims, disputes, defenses, and relationships between or among the parties in the different arbitrations;
• One or more parties is named in multiple pending arbitrations;
• The arbitrations relate to the same campaign featured on Utility Ranger’s platform;
• Consolidation will save time and resources;
• One party will be seriously prejudiced by having multiple arbitrations heard separately.

By agreeing to these Terms, you are waiving your right to trial by jury or to participate in a class action. We are also waiving these rights.

Exclusions from Arbitration

 Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ agreement to resolve Disputes through arbitration, either party may (1) bring enforcement actions, validity determinations or claims arising from or relating to misuse, infringement, or misappropriation of intellectual property theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights); and/or (2) seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

23. Miscellaneous. These Terms of Use are binding upon and inures to the benefit of Utility Ranger and the Licensees  and their respective successors and permitted assigns, except to the extent terminated with respect to a Lost Property under Section 20 of these Terms of Use.  Utility Ranger may assign our rights under these Terms of Use in our sole discretion.  Notices will be made electronically to the addresses listed on the Licensees account.  The parties will be excused from performance under these terms of use (other than the payment of fees) in the event of circumstances outside of the party’s reasonable control (“Force Majeure”) (and if such Force Majeure event continues longer than thirty (30) days, either party may terminate these Terms of Use immediately upon notice to the other party).   If any provision of these Terms of Use is found unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect.  The waiver by either party of a breach or any right under these Terms of Use is not a waiver of any subsequent breach or waiver of any such right, unless such waiver is in a writing signed by the party granting the waiver.  All provisions which by their nature are intended to survive termination or expiration of these Terms of Use (including limitations on remedies, payment terms, IP rights and indemnities) will survive. These Terms of Use constitute the entire agreement between the parties, and supersedes any and all previously written or oral agreements, with regard to this subject matter. 
24. Utility Ranger Website Product Accessibility

 Utility Ranger utilizes industry-leading technologies to enable websites to meet the WCAG 2.0 AA success criteria (the, “WCAG Criteria”).  You are aware that use of the Utility Ranger Services relating to the WCAG Criteria cannot guarantee that claims will not arise. Utility Ranger shall not bear any liability for damages incurred by the Customer and/or any representatives thereof on account of their use of the Utility Ranger Services to meet or exceed the WCAG Criteria.  Customer irrevocably waives any claims against Utility Ranger from any liability, legal or otherwise, and that it shall assert no claims against Utility Ranger in this regard.