WEBSITE TERMS OF USE

last revised August 26, 2024

Please read the following Terms of Use (“Terms”) carefully. These Terms including any specific rules incorporated herein by reference (including, but not limited to Event Rules) are a legal agreement between you and AMALFI SUMMITS, INC., a Delaware corporation ("AMALFI", “we”, “our” or “us”), governing your access to and use of websites owned/operated by AMALFI (https://joinamalfi.com) any other digital tools that display or link to these Terms (collectively, the “Website”).

By accessing or using the Website, you agree to be bound by these Terms and all additional terms incorporated by reference. We may amend these Terms. Any amendment will be effective thirty (30) day following either our dispatch of a notice to your or our posting of the amendment on the Website. If you do not agree to any portion of these Terms, do not access or use the Website.

Please read Section 14 (“Dispute Resolution, Class Action Waiver & Binding Arbitration”) carefully as it may impact your legal rights. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST AMALFI TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. Please follow the instructions in the Dispute Resolution, Class Action Waiver & Binding Arbitration Provision below if You wish to opt out of this provision.

1.     Website Use. Subject to these Terms, AMALFI grants you a non-transferable, non-exclusive, revocable, personal (non-commercial), and limited license to use and access the Website. The rights granted to you in these Terms are subject to the restrictions in these Terms. AMALFI reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to you. You agree that AMALFI will not be liable to you or to any third-party for any modification, suspension, or discontinuation of the Website or any part thereof.

2.     Use Restrictions. You are prohibited from using the Website: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Website, or unduly burdening or hindering the operation and/or functionality of any aspect of the Website; (vi) to attempt to gain unauthorized access to or impair any aspect of the Website, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass, threaten, or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Website in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Website, disassemble the Website, or otherwise attempt to derive the source code of the software that enables or underlies the Website, except as may be permitted by applicable law; and (xii) to encourage or assist a third-party to do any of the foregoing.

3.     Website Content. The Website is provided to you as a convenience and for your information only. Your use of the Website is at your own risk. AMALFI does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, shareable links, design, audio, video, and any other information provided from or on the Website (collectively, the “Website Content”) is accurate or complete; (ii) the Website Content is up-to-date or current; (iii) AMALFI has any obligation to update the Website Content; (iv) the Website Content is free from technical inaccuracies or programming or typographical errors; (v) the Website Content is free from changes caused by a third party; (vi) your access to the Website will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Website is accurate or complete.

4.     User Feedback. The Website may now or in the future permit you to upload or post to the Website or otherwise submit to us various forms of content, such as reviews, ratings, feedback, questions, comments, and suggestions (collectively, “User Feedback”). We do not claim ownership in your User Feedback. However, by submitting any User Feedback, you hereby grant (and you represent and warrant that you have the right to grant) to AMALFI an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Feedback in any manner AMALFI deems appropriate. You will not have or obtain any rights in or to any form, media, or technology incorporating any of your User Feedback. You agree that you will not submit to AMALFI any information or ideas that you consider to be confidential or proprietary. You further acknowledge that AMALFI will be entitled to unrestricted use of your User Feedback for any purpose whatsoever, commercial or otherwise. You are solely responsible for your User Feedback and assume all risks associated with your User Feedback, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of User Feedback that personally identifies you or a third party. AMALFI cannot guarantee any confidentiality with respect to any User Feedback. We reserve the right (but have no obligation) to review any User Feedback, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person. 

5.     Intellectual Property. Excluding any User Feedback that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, service marks, logos, and trade secrets in the Website and Website Content are owned by AMALFI or its licensors. Neither these Terms, nor your access to or use of the Website, transfers to you or any third-party any rights, title, or interest in or to such intellectual property rights. AMALFI reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.

6.     NO WARRANTIES. THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND AMALFI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE WEBSITE OR WEBSITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE OR WEBSITE CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7.     Indemnification. You agree to indemnify and hold harmless AMALFI (and its employees, service providers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages (including statutory), expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your violation of these Terms; (ii) your use of the Website or Website Content; (iii) your violation of applicable laws, regulations, or third-party rights; (iv) your User Feedback; (v) bodily or personal injury (including death) or damage to physical or tangible property, to the extent cause directly or proximately by Your negligence or willful misconduct; and (vi) your willful misconduct, fraud, or negligence. AMALFI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of AMALFI. AMALFI will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

8.     LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AMALFI BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR WEBSITE CONTENT, EVEN IF AMALFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE AND WEBSITE CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM. TO THE FULLEST EXTENT PERMITTED BY LAW, AMALFI’S ENTIRE AGGREGATE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO YOUR ACCESS TO AND USE OF THE WEBSITE AND/OR THE WEBSITE CONTENT WILL BE THE TERMINATION OF YOUR RIGHT TO USE OR ACCESS THE WEBSITE OR OUR SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

9.     Termination. The Terms will remain in full force and effect while you access and use the Website. We may suspend or terminate your right to use the Website at any time for any reason at our sole discretion, including for any use of the Website in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Website will terminate immediately. AMALFI will not have any liability whatsoever to you for any termination of your rights under these Terms.

10.  Governing Law. All matters arising out of or relating to these Terms, the Website, or Website Content will be governed and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware with respect to any action arising in connection with these Terms, the Website, or Website Content.

11.  Age Restriction. You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms. 

12.  Privacy. AMALFI collects, uses, and shares personal information collected through the Website in accordance with its Privacy Policy[1] .

13.  Third-Party Links. The Website may include website links and/or content provided by third-parties (“Third-Party Content”). Third-Party Content is provided for your convenience and information only. Third-Party Content is not under the control of AMALFI and AMALFI is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by AMALFI. Use of any Third-Party Content is at your own risk.

14.  DISPUTE RESOLUTION, CLASS ACTION WAIVER & BINDING ARBITRATION (“Mutual Binding Arbitration Provision”). PLEASE READ THIS SECTION CAREFULLY.

We and you agree that in the event of any dispute, the party wishing to address the dispute must contact the other party in writing, including by e-mail, and advise the other party of the dispute in reasonable detail as well as informing the other party of the remedy being sought. We may send you notices via the email address or physical address you provide to us, and all notices to us shall be sent to the following email address: hello@joinamalfi.com and include the words “DISPUTE NOTICE” in the subject. The parties shall then make a good faith effort to resolve the dispute before resorting to more formal means of resolution. In the event that the dispute is not resolved through this procedure, the party raising the dispute may proceed to mandatory arbitration as set forth below.

Mutual Binding Arbitration. ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. YOU HEREBY AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms, except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator, NOT a judge or jury. You agree that any dispute arising out of or relating to these Terms, the Website, or Website Content, including with respect to the interpretation of any provision of these Terms or other agreements between you and us, or concerning the performance or obligations of you and us, shall be resolved by mandatory and binding arbitration submitted to JAMS in accordance with its Commercial Arbitration Rules at the request of either us or you pursuant to the following conditions:

·       Place of Arbitration Hearings. Unless you elect to conduct the arbitration by telephone or written submission, an in-person arbitration hearing will conducted at a JAMS facility in your area or at a JAMS facility in Denver, Colorado.

·       Selection of Arbitrator shall be made pursuant to JAMS’ Streamlined Arbitration Rules & Procedures or JAMS’ Comprehensive Arbitration Rules & Procedures, depending on the amount of the claim as specified herein.

·       Conduct of Arbitration. The arbitration shall be conducted by a single neutral arbitrator under JAMS’ Streamlined Arbitration Rules & Procedures. For claims exceeding $5,000.00, the arbitration shall be conducted under JAMS’ Comprehensive Arbitration Rules & Procedures Subject to the applicable JAMS procedure, the arbitrator shall allow reasonable discovery in the forms permitted by the Federal Rules of Civil Procedure, to the extent consistent with the purpose of the arbitration. The arbitrator(s) shall have no power or authority to amend or disregard any provision of this section or any other provision of these Terms of Service, except as necessary to comply with JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitration hearing shall be commenced promptly and conducted expeditiously. If more than one day is necessary, the arbitration hearing shall be conducted on consecutive days unless otherwise agreed in writing by the parties.

·       Findings and Conclusions. The arbitrator(s) shall, after reaching judgment and award, prepare and distribute to the parties written findings of fact and conclusions of law relevant to such judgment and award and containing an opinion setting forth the reasons for the giving or denial of any award. The award of the arbitrator(s) shall be final and binding on the parties, and judgment thereon may be entered in a court of competent jurisdiction.

·       Costs and Fees. You will be subject to a filing fee, set by JAMS, to initiate the arbitration. To the extent permitted by JAMS procedures, each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration, and we will remain responsible for its share of costs, expenses and fees plus any costs, expenses and fees required under JAMS procedures.

·       Litigation. The Federal Arbitration Act and federal arbitration law apply to these Terms. Either party also may, without waiving any remedy under these Terms, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).

No Class Arbitration. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND AMALFI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

Class Action Waiver – PLEASE READ. YOU AND AMALFI MUTUALLY AGREE THAT BY ENTERING INTO THIS MUTUAL BINDING ARBITRATION PROVISION, BOTH PARTIES WAIVE THEIR RIGHT TO HAVE ANY DISPUTE OR CLAIM BROUGHT, HEARD OR ARBITRATED AS A CLASS ACTION OR COLLECTIVE ACTION, AND AN ARBITRATOR SHALL NOT HAVE ANY AUTHORITY TO HEAR OR ARBITRATE ANY CLASS OR COLLECTIVE ACTION (“CLASS ACTION WAIVER”). Notwithstanding any other clause contained in this Mutual Binding Arbitration Provision or the JAMS Rules, any claim in court or arbitration that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. AMALFI may lawfully seek enforcement of this Mutual Binding Arbitration Provision and the Class Action Waiver and seek dismissal of such class or collective actions or claims. The Class Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

Private Attorney General Action Waiver – PLEASE READ. THIS MUTUAL BINDING ARBITRATION PROVISION AFFECTS YOUR ABILITY TO BRING OR PARTICIPATE IN PRIVATE ATTORNEY GENERAL REPRESENTATIVE ACTIONS UNDER CALIFORNIA LAW. BOTH YOU AND AMALFI AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A PRIVATE ATTORNEY GENERAL REPRESENTATIVE ACTION, OR AS A MEMBER IN ANY SUCH PRIVATE ATTORNEY GENERAL PROCEEDING (“PRIVATE ATTORNEY GENERAL WAIVER”). Notwithstanding any other clause contained in this Mutual Binding Arbitration Provision or the JAMS Rules, any claim in court or arbitration that all or part of this Private Attorney General Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a private attorney general action and (2) there is a final judicial determination that all or part of the Private Attorney General Waiver is unenforceable, the private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Private Attorney General Waiver that is enforceable shall be enforced in arbitration. AMALFI may lawfully seek enforcement of this Mutual Binding Arbitration Provision and the Private Attorney General Waiver and seek dismissal of such private attorney general representative actions or claims. The Private Attorney General Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

Your Right to Opt Out of this Mutual Binding Arbitration Provision – PLEASE READ. ACCEPTANCE OF THIS MUTUAL BINDING ARBITRATION PROVISION IS NOT A MANDATORY CONDITION OF YOUR RELATIONSHIP WITH AMALFI, AND THEREFORE YOU MAY SUBMIT A STATEMENT NOTIFYING AMALFI THAT YOU WISH TO OPT OUT AND NOT BE SUBJECT TO THIS MUTUAL BINDING ARBITRATION PROVISION. In order to opt out of the Mutual Binding Arbitration Provision, you must notify AMALFI by sending or hand delivering to Corporation Service Company, c/o Amalfi Summits, Inc., 251 Little Falls Drive, Wilmington, DE, 19808, United States of America; email Address: hello@joinamalfi.com, a written notice signed and dated by you stating that you are opting out of the Mutual Binding Arbitration Provision. In order to be effective, your opt out notice must be provided within thirty (30) days of you first using the Website. You will not be subject to retaliation as a consequence of a decision to opt out, and if you opt out you may pursue available claims and remedies in a court of law (but not arbitration). Should you not opt out within 30 days of first using the Website, continuing your relationship with AMALFI constitutes mutual acceptance by you and AMALFI of the Mutual Binding Arbitration Provision. If you opt out of the Mutual Binding Arbitration Provision, You and AMALFI will continue to be mutually bound by all other terms of these Terms. The right to opt out described in this paragraph applies only to the Mutual Binding Arbitration Provision and not any other provision of these Terms.

Severability. Except as otherwise provided in the Mutual Binding Arbitration Provision, in the event that any portion of this Mutual Arbitration Provision is deemed illegal or unenforceable under applicable law not preempted by the Federal Arbitration Act, such provision shall be severed, and the remainder of the Mutual Binding Arbitration Provision shall be given full force and effect.

Future Changes to this Mutual Binding Arbitration Provision. If AMALFI makes any changes to the Mutual Binding Arbitration Provision of these Terms (other than a change to the address at which AMALFI will receive notices of dispute, opt-out notices or rejections of future changes to the Mutual Binding Arbitration Provision), You may reject any such change by sending us written notice within 30 calendar days of the change to: hello@joinamalfi.com.  It is not necessary to send us a rejection of a future change to the Mutual Binding Arbitration Provision of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section 14 within the first 30 calendar days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section 14, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.

15.  Miscellaneous. These Terms constitute the entire agreement between you and AMALFI regarding the Website and Website Content. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  AMALFI may freely assign these Terms or any of our rights and/or obligations hereunder to any successor.

16.  Changes. AMALFI may revise these Terms or the Website, or stop providing the Website, at any time and without notice to you. AMALFI encourages you to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access to or use of the Website thirty (30) days after such posting constitutes your consent to be bound by the Terms, as amended.

17.  Contact. For questions on these Terms, please contact AMALFI at hello@joinamalfi.com.