Terms And Conditions

Last Updated 8/18/2025 

Read these Terms and Conditions (this “Agreement) for important information about our content and our Services (as defined below). 

THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION, JURY TRIAL WAIVER, AND A CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS.  IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.  DETAILS ARE SET FORTH BELOW.  PLEASE REVIEW CAREFULLY. 

1. THIS AGREEMENT & YOUR USE OF THE ONLINE SERVICES

Please read this Agreement carefully and completely before using www.tivly.com (the “Site”) or any services or good provided through or in connection with the Site or by CommercialInsurance.Net LLC d/b/a Tivly (“Tivly,” “us,” “our,” or “we”) or its subsidiaries or affiliates. Your use of the Site is governed by this Agreement, which are an agreement between you and Tivly regarding your use of the Site. BY USING THE SITE, YOU ACCEPT AND AGREE TO ABIDE BY THIS AGREEMENT. This Agreement also applies to your use of any products, goods or services offered through or outside the Site (collectively, “Services”), regardless of where or how they are accessed, including but not limited to desktop, laptop, television, or mobile application.  It is important that you read the entire Agreement carefully as some provisions affect your legal rights.  The Agreement includes an agreement to resolve any disputes between you and Tivly through binding arbitration, a class action waiver, as well as other important disclaimers, warranties, and limitations on liability. 

By using the Site and/or Services, you acknowledge that you have read, fully understand, and agree to the terms of this Agreement, as well as our Privacy Policy. You also acknowledge and affirm that you are of legal age to enter into this Agreement. You represent that you will use the Site and/or Services in compliance with this Agreement and all applicable local, state and federal laws, rules and regulations. If you have entered the Agreement acting on behalf of a company, organization, governmental or other entity, you represent that you are authorized to do so and bind such entity to this Agreement.

2. UPDATES TO THIS AGREEMENT

From time to time, we may revise this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Terms and Conditions through the Site.  Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms and Conditions incorporating such changes or otherwise notified you of such changes. Your use of the Site and/or Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Site and/or Services; charge, modify, or waive any fees required to use the Site and/or Services; or offer opportunities to some or all users of the Site and/or Services.

3. JURISDICTIONAL ISSUES

The Site and/or Services are controlled and operated from the United States and are not intended to subject us to any non-U.S. jurisdiction or law. The Site and/or Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site and/or Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the availability of the Site and/or Services at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.

4. PROPRIETARY RIGHTS.

As between you and Tivly solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, Shockwave files, etc.), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on or through the Site.

You may make single copies or prints of the content on the Site for your personal, internal use only.

5. PROHIBITED USE.

Any commercial or promotional distribution, publishing or exploitation of the Site, or any content, code, data or materials on the Site, is strictly prohibited unless you have received the express prior written permission from authorized personnel of Tivly or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Site. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Site, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Site. If you make other use of the Site, or the content, code, data or materials thereon or available through the Site, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

6. USER INFORMATION.

In the course of your use of the Site and/or Services, you may be asked to provide certain personalized information to us (such information referred to hereinafter as “User Information”). Tivly’s information collection and use policies with respect to the privacy of such User Information are set forth in our Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.

7. SUBMITTED MATERIALS.

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, and/or our blogs, or send to us via e-mail) (“Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with Tivly’s Privacy Policy and this Agreement. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any “moral rights” in Submitted Materials have been waived, and (ii) you grant us and our affiliates and subsidiaries a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time.

8. PROHIBITED USER CONDUCT.

You warrant and agree that, while using the Site and/or Services, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services (for example, without limitation, in an RSS feed or a podcast received from Tivly or otherwise through the Site), or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or (c) attempt to gain unauthorized access to other computer systems through the Site. You shall not: (i) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Site or the Services, including without limitation any information residing on any server or database connected to the Site or the Services; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Site or the Services in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such Services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (iv) use the Site or the Services or features in violation of Tivly’s or any third party’s intellectual property or other proprietary or legal rights; or (v) use the Site or the Services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Services, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site or the Services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site or the Services.

9. PUBIC FORUMS.

Tivly may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Site. In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you shall not upload, post, transmit, distribute or otherwise publish through the Site or any service or feature made available on or through the Site, any materials which (i) restrict or inhibit any other user from using and enjoying the Site or the Site’s services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from Tivly. You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.

It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on our Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually. It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, embarrassing, proprietary or confidential information in your comments to our public forums.

10. RIGHT TO MONITOR AND EDITORIAL CONTROL.

Tivly reserves the right, but does not have an obligation, to monitor and/or review all materials posted to the Site or through the Site’s services or features by users, and Tivly is not responsible for any such materials posted by users. However, Tivly reserves the right at all times to disclose any information in accordance with our Privacy Policy, this Agreement, and as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Tivly’s sole discretion are objectionable or in violation of this Agreement, Tivly’s policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, this Agreement, or applicable law, or for any other reason without notice or liability.

11. THIRD PARTY WEBSITES.

You may be able to link from the Site to third party web sites and third party web sites may link to the Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates or subsidiaries of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such web sites or the information, content, products, services, advertising, code or other materials presented on or through such web sites. The inclusion of any link to such sites on our Site does not imply Tivly’s endorsement, sponsorship, or recommendation of that site. Tivly disclaims any liability for links (1) from another web site to this Site and (2) to another web site from this Site. Tivly cannot guarantee the standards of any web site to which links are provided on this Site nor shall Tivly be held responsible for the contents of such sites, or any subsequent links. Tivly does not represent or warrant that the contents of any third party web site is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, Tivly is not responsible for or any form of transmission received from any linked web site. Any reliance on the contents of a third party web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

12. INDEMNIFICATION.

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Tivly and its subsidiaries and affiliates and each of their respective directors, officers, employees affiliates, agents, representatives, licensors, suppliers, and service providers (collectively, the “Affiliated Entities”) and the Affiliated Entities respective successors and assigns, from and against any and all claims, liabilities, demands, actions, causes of action, damages, judgments, awards, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to (1) your use of the Site and/or services, including but not limited to your placement or transmission of any message, content, information, software or other materials through the Site; and (2) any violation or alleged violation of this Agreement by you. 

Tivly reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Tivly’s defense of such claim.

13. DISCLAIMER OF WARRANTIES.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE ONLINE SERVICES, MATERIALS, AND ANY PRODUCTS AND SUBMISSIONS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; AND (B) TIVLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, THE MATERIALS, AND ANY PRODUCTS AND SUBMISSIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS

SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.  THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. LIMITATION OF LIABILITY.

TO THE FULLEST EXTEND PERMITTED UNDER APPLICABLE LAW: (A) TIVLY WILL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, TIVLY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE AND/OR SERVICES, INCLUDING, FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SERVICES IS TO STOP USING THE ONLINE SERVICES; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF TIVLY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE THE GREATER OF THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO USE THE SITE AND/OR SERVICES OR TEN (10) DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH TIVLY AND THE AFFILIATED ENTITIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. 

THE LIMITATIONS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF CERTAIN LIABILITIES SUCH AS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, TIVLY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.  THIS PROVISION SHALL HAVE NO EFFECT ON ANY CHOICE OF LAW PROVISIONS SET FORTH IN THIS AGREEMENT. 

15. TERMINATION.

This Agreement is effective until terminated. Tivly may restrict, change, suspend or terminate your use of the Site or the Services at any time and without prior notice, for any or no reason, including if we believe you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such suspension or termination, your right to use the Site and/or Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password, and account, and all associated materials, without any obligation to provide any further access to such materials.  All provisions of this Agreement that by their nature or terms must extend beyond termination of your use of the Site and/or Services to be effective shall survive termination or expiration of this Agreement. 

16. GOVERNING LAW; JURISDICTION; VENUE.

This Agreement, your use of the Site and/or Services, all transactions through the Site, and all related matters, shall be governed by, and construed in accordance with, the laws of the United States (including federal arbitration law) and State of Oklahoma, United States of America, without regard to its principles of conflicts of laws, except the Arbitration Agreement, which is governed by the laws outlined in the Dispute Resolution section of this Agreement, and regardless of your location. To the extent permitted by applicable law, a jurisdiction by, and venue in, the state and federal courts located in Cleveland County, Oklahoma, and you consent to the personal jurisdiction of those courts and waive any objection to such venue.  

17. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER; & WAIVER OF JURY TRIAL. 

PLEASE READ THIS SECTION CAREFULLY.  IT CONTAINS AN ARBITRATION AGREEMENT (THE “ARBITRATION AGREEMENT”).  THIS SECTION MAY SIGNIFICANTLY AFFECT HOW CLAIMS YOU MAY HAVE AGAINST TIVLY, OR CLAIMS TIVLY MAY HAVE AGAINST YOU, WILL BE RESOLVED.  THIS SECTION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.  THIS SECTION ALSO CONTAINS PROCEDURES FOR FINAL BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION (COLLECTIVELY, “CLASS ACTION”) IN ARBITRATION OR LITIGATION.

THIS DISPUTE RESOLUTION SECTION ALSO ADDRESSES THAT YOU AND TIVLY ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND TO FILE OR PARTICIPATE IN A CLASS ACTION SUBJECT TO THE LIMITED EXCLUSION BELOW.  IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR, NOT A JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. 

For the purposes of this Section, the terms “Tivly,” “our,” “we,” or “us” include CommercialInsurance.Net LLC, its subsidiaries or affiliates, as well as any of their respective present or future affiliates or subsidiaries, and any persons or entities (including agents, representatives, or employees) related to Tivly or its present or future affiliates or subsidiaries. 

Most customer concerns can be resolved by contacting us at 1-877-907-5267. In the event Customer Service is unable to resolve a complaint to your satisfaction, this Section explains how any Dispute (as defined below) will be resolved.

(a) Arbitration Agreement. YOU AND TIVLY AGREE THAT ALL DISPUTES (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT TIVLY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.   NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT SO LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION BASIS). ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

You and Tivly agree that this Agreement affects interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration.

For the purposes of this Section, “Dispute” shall include, but is not limited to, any claims or controversies between you and Tivly that are related in any way to this Agreement, including, but not limited to, your use of the Site, sales, returns, refunds, cancellations, defects, policies, privacy, advertising, and/or any communication between you and Tivly that occur on the Site, even if the Dispute arises after the termination of your relationship with Tivly. “Dispute," however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property, which shall not be subject to arbitration or the notice and informal process described below.  The arbitrator shall decide all issues except for: (a) those that are specifically reserved for a court herein; (b) those issues relating to the scope, validity, and enforceability of the Arbitration agreement or any of the provisions of this Section; (c) any issues arising from or relating to the arbitrability of any Dispute; and (d) whether arbitration administrator cannot or will not administer the arbitration in accordance with this Arbitration Agreement – all of which are for a court of competent jurisdiction to decide.  This Agreement and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. 

(b) Mandatory Pre-Arbitration Informal Dispute Resolution.  You and Tivly agree that good-faith informal efforts to resolve Disputes often can result in a prompt, low-cost and mutually beneficial outcome. Therefore, you and Tivly agree to engage cooperatively to try and resolve any Dispute informally prior to you or Tivly initiating an arbitration proceeding. 

The party initiating the Dispute, whether it be you or Tivly, must first send a written notice to the other party providing a detailed description of the Dispute, including at least the following information: (1) the initiating party’s name and contact information (address, telephone number, email address, and account number if applicable); (2) sufficient information to enable you or Tivly to identify any transaction at issue (including any receipts or purchase details); (3) the nature and basis of the Dispute and any claims; and (4) the nature and basis of the relief sought (including a calculation of any damages). Your notice to us must be personally signed by you (and your attorney if you are represented by legal counsel). Our notice to you must be personally signed by a Tivly’s representative (and our attorney if we are represented by legal counsel). 

Your notice to Tivly must be sent to PO BOX 721946, Oklahoma City, OK 73171. Our notice to you must be sent to the most recent contact information that you have provided to us. 

The initiating party must allow the other party 60 days to respond and attempt to resolve the Dispute amicably before initiating an arbitration or other proceeding per the terms set forth below.

For a period of 60 days from the date of receipt of a completed notice from the other party, you and we will work together using reasonable efforts to try to resolve the Dispute. If requested by us in connection with a notice initiated by you, you agree to personally participate in an individualized, telephone dispute resolution conference (and if you are represented by an attorney, your attorney may also participate) in a good-faith effort to resolve informally the Dispute. If requested by you in connection with a notice initiated by us, we agree to have a Tivly representative personally participate in an individualized, telephone dispute resolution conference (and if Tivly is represented by counsel, Tivly’s counsel may also participate) in a good-faith effort to resolve informally the Dispute.  If the Dispute is not resolved within this 60-day period (which can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of this informal dispute resolution process.  Any applicable limitations period (including statute of limitations) and filing fee deadlines shall be tolled while the parties engage in this informal dispute resolution.

If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed pending resolution of the issue.  The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees.  You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration. 

(c) Arbitration Rules and Procedures; Individualized Relief; Fees. To commence an arbitration proceeding, you must file an arbitration demand with the American Arbitration Association (“AAA”) and serve a courtesy copy to Tivly at PO BOX 721946, Oklahoma City, OK 73171 or we must file an arbitration demand with the AAA and serve a courtesy copy on you at the most current address we have on file.  The arbitration demand must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice. The arbitration demand and certification must be personally signed by you or your attorney, if you are represented by legal counsel (if you are initiating arbitration) or by a Tivly’s representative or our attorney, if we are represented by legal counsel (if we are initiating arbitration). By filing an arbitration demand, the party and its attorney initiating the arbitration represent that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (a) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator is expressly authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel.

The arbitration will be administered by the AAA under its applicable rules, including the Consumer Arbitration Rules (the “AAA Rules”), as modified by the Arbitration Agreement. The AAA Rules and fee information are available at https://www.adr.org/Rules. If the AAA is unavailable or unwilling to administer the arbitration consistent with the AAA Rules as modified by this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree on an administrator, they shall jointly petition a court of competent jurisdiction to appoint an administrator that will administer the arbitration consistent with the AAA Rules as modified by this Arbitration Agreement. Payment of all arbitration fees will be governed by the AAA Rules as modified by this Arbitration Agreement. Tivly will consider a request to reimburse the consumer filing fee upon a demonstration of hardship.  You and we agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA regarding fees, and you and we agree that the parties (and your and our counsel, if you and we are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties. 

The arbitration will be conducted by a single arbitrator who will apply this Agreement as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator after entry of an award. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies.

UNLESS BOTH YOU AND WE AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. ADDITIONALLY, YOU AND TIVLY AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT (INCLUDING, WITHOUT LIMITATION, DAMAGES, DECLARATORY, INJUNCTIVE, OR OTHER EQUITABLE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S PARTICULAR CLAIM. THE ARBITRATOR MAY NOT ISSUE A “PUBLIC INJUNCTION.” THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THESE RESTRICTIONS ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF.

(d) Additional Procedures for Mass Arbitration. If twenty-five (25) or more similar claims are asserted against Tivly by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Consumer Mass Arbitration and Mediation Fee Schedule. Counsel for the claimants and counsel for Tivly shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial ten (10) proceedings, each side shall select another five (5) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. This staged process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Dispute Resolution section from the time of the first cases are selected for a bellwether process until the time your case is selected for a bellwether process, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Tivly.

(e) Jury Trial Waiver; Class, Collective, and Representative Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TIVLY WAIVE THE RIGHT TO A JURY TRIAL. YOU AND TIVLY ALSO EXPRESSLY WAIVE THE RIGHT TO HAVE ANY DISPUTE, CLAIM, OR CONTROVERSY BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED AS A CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, AND/OR REPRESENTATIVE ACTION OR PROCEEDING, OR TO PARTICIPATE IN ANY SUCH ACTION OR PROCEEDING.  AN ARBITRATOR SHALL NOT HAVE ANY AUTHORITY TO HEAR, ARBITRATE, OR ADMINISTER ANY CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, AND/OR REPRESENTATIVE ACTION.  AN ARBITRATOR MAY ONLY AWARD RELIEF TO THE INDIVIDUAL SEEKING RELIEF IN ARBITRATION AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S CLAIM, AND ANY RELIEF AWARDED CANNOT AFFECT OTHER TIVLY USERS.  THE ARBITRATOR MAY NOT ISSUE A “PUBLIC INJUNCTION.”  THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THIS WAIVER DOES NOT PREVENT YOU OR TIVLY FROM PARTICIPATING IN A CLASS-WIDE, COLLECTIVE, AND/OR REPRESENTATIVE SETTLEMENT OF CLAIMS. 

(f) Opt Out Procedures.  You have the right to opt out of arbitration by sending your personally signed, written notice of your decision to opt out to PO BOX 721946, Oklahoma City, OK 73171 within 60 days of the first time you agreed to this Agreement with Tivly that included an arbitration agreement.  Your opt-out notice must include: (a) your name and residential address; (b) the email address and/or telephone number associated with your account; and (c) a clear statement that you want to opt out of arbitration and seek to have any Dispute addressed in a court of competent jurisdiction consistent with this Agreement. By opting out of arbitration, all other provisions in this Agreement, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law.

(g) Severability and Survival. Except as specifically provided in the Arbitration Agreement, if any part or parts of this Arbitration Agreement is/are found by a court of competent jurisdiction to be invalid or unenforceable as to your Dispute, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. THE DISPUTE RESOLUTION PROVISIONS AND ARBITRATION AGREEMENT SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.

(h) Future Changes to Arbitration Agreement. If we make any future changes to this Arbitration Agreement (other than a change to our mailing address), you may reject any such change by sending your personally signed, written notice to the following email address: [email protected] postmarked within 30 days of the change. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with this version of the Arbitration Agreement.

18.  ENFORCEABILITY AND SEVERABILITY.

If any provision of this Agreement is be found to be unlawful, void, or unenforceable, you agree that such provision shall be given effect to the greatest extent possible, including that it be modified to the greatest extent possible to render it enforceable with respect to the dispute at issue and to reflect the intent of the Agreement to the greatest extent possible, and all remaining provisions and the Agreement as a whole shall remain in full force and effect.