The website located at https://co.diego-pellicer.com is a copyrighted work belonging to Royal Asset Management, LLC. By accessing or otherwise interacting with our servers, services, websites, or any associated content/postings with the Site, you agree to these Terms, as updated from time to time in accordance with these Terms herein. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. If you are accessing or using the Site then you agree to these Terms. If you do not agree to these Terms, you are not authorized to use the Site.
Cookies and Web Beacons
Like any other website, our site uses ‘cookies’. These cookies are used to store information including visitors’ preferences, and the pages on the website that the visitor accessed or visited. The information is used to optimize the users’ experience by customizing our web page content based on visitors’ browser type and/or other information.
Our Advertising Partners
These terms require the use of arbitration Section 10.2 on an individual basis to resolve disputes and also limit the remedies available to you in the event of a dispute.
Account Creation: For you to use the Site, you have to start an account and provide information about yourself. You warrant that: (a) all required registration information you submit is truthful, up-to-date and accurate; (b) you will maintain the accuracy of such information; (c) you shall not use an alias, or similar. You may delete your Account at any time by following the instructions on the Site. Company may suspend or terminate your Account in accordance with these Terms.
Account Responsibilities: You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You approve to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Account. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2.) Access to the Site
Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to access the Site solely for your own use.
Certain Restrictions: The rights approved to you in these Terms are subject to the following restrictions: (a) you shall not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you shall not change, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site must be retained on all copies thereof.
Company reserves the right, in its sole discretion, to change, suspend, or cease the Site with or without notice to you. You approved that Company will not be held liable to you or any third-party for any change, interruption, or termination of the Site, your account, or any part.
No Support or Maintenance. You agree that Company will have no obligation to provide you with any support in connection with the Site.
Excluding any User Content that you may provide, you are aware that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Note that these Terms and access to the Site do not give you any rights, title or interest in or to any intellectual property rights, except for the limited access rights expressed in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms.
3.) User Content
“User Content” means any and all information and content that a user submits to the Site including text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Site. You are exclusively responsible for your User Content. You bear all risks associated with use of your User Content. You hereby certify that your User Content does not violate our Acceptable Use Policy. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability. Company is not obliged to backup any User Content that you post; also, your User Content may be deleted, in Company’s sole discretion, at any time without prior notice to you. You are solely responsible for making your own backup copies of your User Content if you desire.
You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit and you hereby grant to Company an irreversible, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irreversibly waive any claims and assertions of moral rights or attribution with respect to your User Content.
Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Site and as permitted under these Terms. You shall not download any Content unless you see a “download” or similar link displayed the Site. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Company or the respective licensors of the Content. Company and its licensors reserve all rights not expressly granted in and to the Site and the Content.
You understand that when using the Site, you will be exposed to Content from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Company with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Company, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Site.
As an account holder you may submit Content to the Site, including videos and user comments. You understand that Company does not guarantee any confidentiality with respect to any Content you submit. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Site. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Company all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Site pursuant to these Terms of Service.
Company does not endorse any Content submitted to the Site by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Company expressly disclaims any and all liability in connection with Content.
Acceptable Use Policy:
The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right or any intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. We can remove any content or information you post on the Site if we believe that it violates these Terms. If we remove your content for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal. If you repeatedly infringe other people’s intellectual property rights, we will disable or terminate your account when appropriate. You will not use our copyrights or Trademarks or any confusingly similar marks, except as expressly permitted by these Terms. You agree not to copy/collect the Site’s content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand).
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any software intended to damage or alter a computer system or data, viruses or other malicious code; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site, whether through password mining or any other means; (vi) bully, intimidate, harass or interfere with any other user’s use and enjoyment of the Site; (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to the Site; (vii) post content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence; (viii) develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements) without appropriate age-based restrictions; (ix) to do anything unlawful, misleading, malicious, or discriminatory; (x) do anything that could disable, overburden, or impair the proper working or appearance of the Site, such as a denial of service attack or interference with page rendering or other Site functionality (xi) facilitate or encourage any violations of these Terms or our policies (xii) to create an account for anyone other than yourself without permission; or (xiii) create more than one personal account.
You further agree not to: (i) use the Site if you are a convicted sex offender; (ii) share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account; (iii) transfer your account to anyone without first getting our written permission; (iv) post anyone’s identification documents or sensitive information on the Site; (v) tag users or send email invitations to non-users without their consent; or (vi) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein.
We reserve the right to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, disabling or terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities. If we disable or terminate your account, you will not create another one without our permission. We reserve the right to remove or reclaim a username or similar identifier for your account if we believe it is appropriate and is in violation of these Terms.
If you provide Company with any feedback or suggestions regarding the Site, you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it believes appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.
Please be aware that your carrier’s normal rates and fees, such as text messaging and data charges will still apply when using a mobile device. In the event you change or deactivate your mobile telephone number, you will update your account information on the Site within 48 hours to ensure that your messages are not sent to the person who acquires your old number. You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on the Site.
If you download or use our software, such as a stand-alone software product, an app, or a browser plugin, you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software. You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.
Company reserves the right to change these Terms, our policies and the Site at any time without notice. Your continued use of the Site constitutes your acceptance of our amended terms, policies, guidelines or Site.
Hyperlinks: We cannot and do not guarantee that the links set out on our site will be accurate at the time of your access. Moreover, the sites pointed at by hyperlinks are developed and possibly maintained by persons over whom Company exercises no control. We cannot and do not monitor the sites linked to our pages on the Internet. Accordingly, Company does not assume any responsibility for the content of any site referenced to by any hyperlink or otherwise.
Reliability of Information: You assume total responsibility and risk for your use of the web pages, products or services created and offered by Company or other persons. Neither Company nor any of its employees make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to any merchandise, information or service provided through its Web pages or on the Internet generally. Neither Company nor any of its employees shall be liable for any cost or damage arising to you or any third party either directly or indirectly from any transaction, be it through the Site, Internet or otherwise. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services and other information, and the quality and merchantability of all merchandise, provided through the Web pages of Company or on the Internet generally.
Software Quality: Company does not guarantee that any information, software or other material accessible through one of its web pages is free of viruses, worms, trojan horses or other harmful components.
If you use the Site outside the United States: You consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on the Site, such as advertising. You will not use Site if you are prohibited from receiving products, services, or software originating from the United States.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Company, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service. Company reserves the right 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 Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5. Third-Party Links & Ads; Other Users
Third-Party Links & Ads: The Site may contain links to third-party websites and services, and/or display advertisements for third-parties. Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and may not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.
Other Users: Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. You agree that Company will not be responsible for any loss or damage incurred as the result of any such User Content and interactions. If there is a dispute between you and any Site user, we shall not be liable and we are under no obligation to become involved.
You hereby release and forever discharge the Company and our officers, employees, agents, successors, and assigns from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site. If you are a California resident, you hereby waive California civil code section 1542 in connection with the foregoing, which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
User Vendor Service Providers shall maintain Confidential Information in the strictest confidence and will not disclose, transfer or otherwise make available any of such Confidential Information to any third party without the prior written consent of their client(s). Vendors shall take reasonable measures to protect Confidential Information of their client(s).
The site is provided on an “as-is” and “as available” basis, and Company and our suppliers, users, vendors and third parties expressly disclaim 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 and our suppliers, users, vendors and third parties make no guarantee that the site 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. You should seek the advice of competent professionals, on matters of individual concern, and Company shall not be liable for any loss, cost, expense, or other damage whatsoever which at any time may result from reliance on, or otherwise in connection with, any information, recommendation, advice, or other content contained or provided through this Site. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on this Website. If applicable law requires any warranties with respect to the site, 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. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
7.) Limitation on Liability
To the maximum extent permitted by law, in no event shall Company, our suppliers, users, vendors and third parties 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 incapability to use, the site even if Company has been advised of the possibility of such damages. Access to and use of the site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to this agreement, will at all times be limited to a maximum of fifty U.S. dollars ($50). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to this agreement.
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.
8.) Payment Terms
Funding and spending: When you make a payment on the Site, you agree to provide a valid funding instrument and you confirm that you are permitted to use that funding instrument. When you have successfully added your funding instrument, our Merchant Processor will allow you to initiate a transaction. When you fund a transaction, you authorize us (and our designated payment processor) to charge the full amount to the funding instrument you designate for the transaction. You also authorize us to collect and store that funding instrument, along with other related transaction information.
Pricing: Pay attention to the details of the transaction, because your total price may include taxes, fees, and shipping costs, all of which you are responsible for paying.
Extra terms: You may be presented with additional terms related to a specific payment before you confirm the transaction (such as shipping terms for tangible goods). Those additional terms will also govern that transaction.
Subscriptions: If you purchase a subscription to an service or to a feature, we will bill your funding instrument immediately, and then again at the beginning of each subscription period. The following terms apply for subscriptions purchased:
A.) If a free trial period is offered and you do not cancel during the free trial period, you will be billed at the end of the free trial period and at the beginning of each subsequent subscription period.
B.) You can cancel subscriptions at any time on your Account settings page.
C.) If you cancel a subscription you will still have access to the Site.
Ads: Ads you have purchased are subject to our advertising guidelines.
Actual sale: With the sole exception of Sections 1.7 and 1.8, below, you may only use the Site Payments to process a funding transaction for a legitimate, bona fide purchase of a product or service or a donation payment. Except as set forth below, you may not use the Site Payments to fund a transaction or otherwise transfer electronic value not in conjunction with a purchase or a donation payment.
No Warranties: You acknowledge that any products or services you may purchase are sold by merchants, not by the Site or Instagram, LLC. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES SOLD ON OR THROUGH THE SITE OR THE INSTAGRAM SERVICE.
Authorization: If you pay by credit or debit card, we may obtain a pre-approval from the issuer of the card for an amount, which may be as high as the full price of your payment. Your card will be charged at the time you initiate a payment, or shortly thereafter. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you.
Failed payments: If you pay by debit card and your load transaction results in an overdraft or other fee from your bank, you alone are responsible for that fee.
Gift Cards: Gift Cards, if any, may be used to generate a gift card balance (“Gift Card Balance”) on the Site. You can then use this Gift Card Balance on our platform as a payment method.
The following terms apply to Gift Card Balances:
A.) If you enter and redeem the Gift Card the value you received can’t be restored to the original Gift Card.
B.) Your Gift Card Balance will be applied toward funding transactions you wish to complete, and if your Gift Card Balance is insufficient to complete a transaction, we will ask you to elect an additional payment method to cover the difference.
C.) Gift Card Balances do not earn interest. Gift Card Balances are not insured by the Federal Deposit Insurance Corporation, the Financial Services Compensation Scheme, or any other entity or insurance scheme, whether governmental or private.
D.) We may change the process to use Gift Card Balances, or the ways that you can use your resulting Gift Card Balance, at any time as we deem necessary without prior notice to the full extent permitted by law.
E.) You may not sell your Gift Card Balance or any portion thereof, nor transfer any portion thereof to anyone outside of the Site.
F.) Gift Card Balances are not redeemable for any sum of money or monetary value from us unless required by law.
G.) However, Gift Card Balances are subject to our abandoned property laws.
We may revoke your eligibility to use our Site at any time at our sole discretion.
Inquiries: By using our Site, you acknowledge and agree that we may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity and creditworthiness. We may cancel any transaction if we believe the transaction violates these Terms, or if we believe doing so may prevent financial loss. We may also cancel any Gift Card Balance or Advertiser Balance accumulated, transferred, assigned, or sold as a result of fraudulent or illegal behavior. In order to prevent financial loss to you or to us, we may place a delay on a payment for a period of time, or limit funding instruments for a transaction, or limit your ability to make a payment, or deactivate your account. In order to prevent financial loss to you or to us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law.
If you enter into a transaction with a third party and have a dispute over the goods or services you purchased, we have no liability for the goods or services underlying the transaction. Our only responsibility is to handle your payment transaction. All payments are final unless otherwise required by law. If you order something that becomes unavailable before it can be provided to you, you may request a refund of your payment. If you believe that an unauthorized or otherwise problematic transaction has taken place under your account, you agree to notify us immediately, so that we may take action to prevent financial loss. Unless you submit the claim to us within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against us arising out of or otherwise related to the transaction.
When you purchase advertising or promoted posts on or through our Site, you agree to pay all amounts specified in the order, along with any applicable taxes. Your order constitutes your written authorization for us to obtain your personal and/or business credit report from a credit bureau. We may obtain your credit report when you place an order, or at any time thereafter. You are responsible for maintaining the security of your advertising account, and you understand that you will be charged for any orders placed on or through your advertising account. You can cancel an advertising order at any time through our online portal, but your ads may run for several days after you notify us, and you are still responsible for paying for those ads.
The amounts charged to you by us, whether through your credit card or otherwise, may be subject to and include applicable taxes, including without limitation withholding taxes. It is your responsibility to remit any taxes that apply to your transactions. You agree to indemnify and hold us harmless from and against any claim arising out of your failure to do so. If you purchase subscriptions, products, services or advertising, and your payment method fails or your account is past due, we may take steps to collect past due amounts using other collection mechanisms. You agree to pay all expenses associated with such collection, including reasonable attorneys’ fees. Interest will accrue on any past due amounts at the rate of the lesser of 1.5% per month or the lawful maximum.
9.) Term and Termination
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the Terms herein will remain in effect.
10.) Copyright Policy
Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
A.) identification of the copyrighted work(s) that you claim to have been infringed;
B.) identification of the material on our services that you claim is infringing and that you request us to remove;
C.) sufficient information to permit us to locate such material;
D.) your address, telephone number, and e-mail address;
E.) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
F.) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner;
G.) your physical or electronic signature.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
These Terms are subject to occasional revision. We may modify these Terms at any time in our sole discretion. You are responsible for periodically checking for changes and are bound by them if you continue to use the Site. Continued use of our Site following such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Dispute Resolution: Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
A.) Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms[ND1].
B.) Notice Requirement and Informal Dispute Resolution: Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 8330 Zuni St, Unit 117, Denver, CO 80221. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award to which either party is entitled.
C.) Arbitration Rules: Arbitration shall be initiated through the American Arbitration Association, an established alternative dispute resolution provider that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
D.) Additional Rules for Non-Appearance Based Arbitration: If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
E.) Time Limits: If you or the Company pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations and within any deadline imposed under the AAA Rules for the pertinent claim.
F.) Authority of Arbitrator: If arbitration is initiated, the arbitrator will decide the rights and liabilities of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
G.) Waiver of Jury Trial: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less expensive than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
H.) Waiver of Class or Consolidated Actions: 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 basis, and claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.
I.) Confidentiality. All aspects of the arbitration proceeding shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
J.) Severability: If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
K.) Right to Waive: Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
L.) Survival of Agreement: This Arbitration Agreement will survive the termination of your relationship with Company.
M.) Small Claims Court: Nonetheless the foregoing, either you or the Company may bring an individual action in small claims court.
N.) Emergency Equitable Relief: Anyhow the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
O.) Claims Not Subject to Arbitration: Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
P.) In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Netherlands County, California, for such purposes.
The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
Company is located at the address in Section 10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Electronic Communications: The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal obligation that such communications would satisfy if it were be in a hard copy writing.
Entire Terms: These Terms constitute the entire agreement between you and us regarding the use of the Site. 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 these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is 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. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.