By using the Services in any manner, including but not limited to visiting or browsing the Site, you (the “user” or “you”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink, and all applicable laws. This Agreement applies to all users of the Services, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site..
If you enter into any other agreement with us, then these Terms are in addition to the terms of such other agreement.
1.MODIFICATION TO THESE TERMS
We reserve the right to update or modify these Terms at any time without notice, and you agree that we may do so. If the modifications to these Terms constitute a material change in our good faith reasonable judgment, we will notify you via e-mail or by posting a notice on the Services.
If you do not agree to any modification of these Terms, you must immediately stop using the Services. Your continued use of the Services after any modification to these Terms constitutes your acceptance of the amended Terms.
If you ever have any questions about these Terms, please do not hesitate to contact us at Support@ccfm.com.
2. WE ARE A VENUE
We act as a venue to allow users who comply with our policies to offer, sell and buy certain goods within a fixed-price format. We are not directly involved in the transaction between buyers and sellers. As a result, we have no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. We do not pre-screen users (except for services that require an application) or the content or information provided by users. We cannot ensure that a buyer or seller will actually complete a transaction.
As a venue, we do not transfer legal ownership of items from the seller to the buyer. We cannot guarantee the true identity, age, and nationality of a user. We encourage you to communicate directly with potential transaction users through the tools available on the Site.
You hereby acknowledge and agree that we are a venue and as such are not responsible or liable for any text, graphics, sounds, user interfaces, visual interfaces, photographs, trademarks, logos, artwork, computer code, items and other material or items (collectively, “Content”) posted, sold or purchased by you, other users, or outside parties on the Services. You use the Services at your own risk.
3. USE OF THE SERVICES
The Services belong to us. All Content posted by us may not be copied, distributed, republished, uploaded, posted or transmitted in any way, without the prior consent of us EXCEPT that you may download one copy of the material on one computer for your personal, non-commercial home use only, provided you do not delete or change any copyright, trademark, or other proprietary notices. Modification or use of the materials in any other manner or for any other purpose violates our intellectual property rights.
The material from the Services is provided for lawful purposes only.
4. MEMBERSHIP ELIGIBILITY
The Services are available only to, and may only be used by, individuals who are 18 years of age and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is complete, accurate and truthful. We may, in our sole and absolute discretion, refuse to offer access to or use of the Services to any person or entity and change our eligibility criteria at any time.
Individuals under the age of 18 must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all such cases, the adult is the user and is responsible for any and all activities.
You agree to comply with all local laws regarding online conduct and acceptable Content, including those more particularly described in the section entitled Prohibited Content found below.
You agree to pay all charges incurred by you or any users of your account at the rate(s) or price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your transactions. For additional information, please contact us and/or see the section entitled Fees and Billing found below.
You must, and hereby agree to, abide by our policies as stated and/or referenced in the Agreement.
If you register for the Services, you will create an account and will need to provide a user name, password and valid e-mail address. You may never use another person's account without permission of the account holder. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement. When creating your account, you must provide true, accurate, current and complete information about yourself as prompted by our registration form and maintain and promptly update your registration data to keep it true, accurate, current and complete.
You are solely responsible for maintaining the confidentiality of the password and account, and you are solely responsible for all activities that occur under or in connection with your password or account.
You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session.
We are not and shall not be liable in any manner for any losses caused by any unauthorized use of your account, or any claims of loss or damage arising from your failure to comply with these account and password requirements. You may however be liable for any losses incurred by us or other parties due to any such unauthorized use or your failure to comply with these account and password requirements.
The Services are not available to temporarily or indefinitely suspended users, as determined in our sole and absolute discretion. Moreover, we reserve the right, in our sole and absolute discretion, to cancel unconfirmed or inactive accounts. Without limitation, we reserve the right to refuse service to anyone and terminate access to the Services, for any reason, at any time, and without liability to you or any third party. Furthermore, you agree that we shall not be liable to you or any third party for any termination of your access to the Services.
5. FEES AND BILLING
Prospective vendors must apply and be approved by us in order to sell items. Once we approve a vendor (such decision to be made in our sole and absolution discretion), the approved vendor will be charged a monthly fee by us through our third party service provider(s). Our monthly fee (excluding any transaction costs and fees as described below) may range from $10 to $15 in US Dollars, and may be subject to any events, special promotions or free trials. Sales made through our Services may incur transaction fees or payment processing fees paid to us, our third party service providers or our approved vendors (as applicable). For our current monthly fee, please contact us at Support@ccfm.com or 818-591-8161. We reserve the right to change our monthly fee at any time and for any reason.
You agree to pay all charges incurred by you or any users of your account at the rate(s) or price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your transactions. Failure to pay for charges or fees may result in your account being suspended or terminated.
We may provide for automatic payment plans, in which case your fees will be charged to the credit card you have on file. As a condition to you using an automatic payment plan, you agree to the following:
- You authorize us and/or our third party service providers to keep your payment card information on file and to charge the card on file for the fees or charges incurred.
- Our third party service providers may e-mail you with the details of the automatic payment plan.
- If your card account on file is closed or the account number is changed, or if, for any reason, a charge is rejected by your card issuer, you must update your card information or add a new card number in your account within our Services.
- You may cancel auto-billing and change to manual billing by updating your billing setting; however we and/or our third party service providers may require a reasonable period of time to act after receipt of your notice
- Refunds for monthly fees incurred will not be issued.
6. LISTING AND SELLING
By listing an item on the Services, you:
- Warrant that you and all aspects of the item comply with our published policies and agreements, including but not limited to these Terms;
- Warrant that you may legally sell the item and that the item complies with all applicable quality and safety standards;
- Must accurately and completely describe your item and all terms of sale in your store’s policies page; and
- Must only include Content relevant to the sale of that item in your listings.
If the "in stock" quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing.
All sellers are urged to outline their policies for their store. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. In addition, all store policies must comply with these Terms.
Sellers are responsible for enforcing their own reasonable store policies. We reserve the right to request that a seller modify their store policies.
Sellers are responsible for accurately listing their items, and buyers are responsible for reading the description of items before making a purchase. All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller's listing (e.g., payment method), or (b) the seller cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.
You may not alter the item's price after a sale for the purpose of avoiding the transaction fees or misrepresent the item's location.
You also agree to not use our Services to direct transactions off of our Services (such as encouraging buyers to purchase the items listed on our Services through another venue), or to circumvent or manipulate fees owed to us or our third party service providers in any way.
Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees.
As a condition to providing our Services and as a courtesy to your buyers, you must accurately update the status of any order made through our Services (for example, as “Approved”, “Shipped”, or “Paid”). You agree to allow buyers and us to contact you via phone or e-mail regarding orders you receive. Failure to do so may result in the suspension or termination of your account.
7. CONSENT TO MONITORING
We reserve the right to monitor your use and activities on the Services, and you acknowledge and agree that we may (but are not required to) do so, and that we may disclose any such information, if and as we deem appropriate for purposes of ensuring your compliance with these Terms, applicable law, cooperating with legal authorities, and otherwise protecting our rights, property and interests.
8. PRIVACY AND USE OF PERSONAL INFORMATION
9. POSTING MESSAGES OR CONTENT
Our Services may contain areas where you can communicate with other users, including but not limited to, e-mail, message boards, bulletin boards, or other chat areas. Such communicated Content is only the opinion of the poster, and should not violate these Terms, in particular the section entitled Prohibited Conduct found below.
Unless we indicate otherwise, if you do post Content or submit material, you grant us a non-exclusive, worldwide, perpetual, royalty-free, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any media now known or not currently known. You grant us and our sub-licensees the right to use the name that you submit in connection with such Content. You represent and warrant that you own or otherwise control all of the rights to such Content; that the Content is accurate, that use of such Content does not violate these Terms and will not cause injury to any person or entity; and that you will indemnify us or our affiliates for all claims resulting from Content you supply.
By posting Content on the Services, it is possible for an outside website or a third party to re-post that Content. You agree to hold us harmless from and against any claim or dispute concerning this use. If you choose to display your own CCFM-hosted image on another website, the image must provide a link back to its listing on the Services.
As part of a transaction, you may obtain personal information including e-mail address and shipping information, from another user. Without obtaining prior authorization from the other user, this personal information shall only be used for that transaction or for our related communications. We have not granted you a license to use such information for unsolicited commercial messages or unauthorized transactions. Without limiting the foregoing, without express consent from the user, you are not licensed to add any user to your e-mail or physical mail list.
10. CONSENT to ELECTRONIC COMMUNICATIONS
When you use the Services, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically; however, you may choose to opt out of receiving our electronic communications by e-mailing us of your decision to opt out at Subscribers@ccfm.com (if you subscribe to our Services) or Support@ccfm.com (if you do not subscribe to our Services). You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
You further agree that any notices provided electronically by us are deemed to be given and received on the date any such electronic communication is transmitted. Please be aware that e-mails to you from us may be routed to your “Spam” or “Junk” folder. It is your responsibility to check your “Spam” or “Junk” folder and change your settings to allow e-mails from us if needed.
11. LINKS TO OTHER WEBSITES AND COMPANIES
We may provide (and permit other parties to provide) links to other websites, resources or companies. Because you acknowledge and agree that we have no control of such websites, resources or companies, we are not responsible for the availability of such websites, resources or companies, and we do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such websites, resources or companies, including their collection of your personal information. You should consult their privacy policies. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website, resource or company. Your linking to any other website is at your own risk. Please be mindful of this as you link to other outside websites.
12. PROHIBITED CONDUCT
You acknowledge and agree that you are fully responsible and liable for your use of the Services, including for any Content you access or transmit via the Services and material that results from your use of the Services, and that you shall bear all risks regarding use of the Services.
You agree not to use the Services to engage in any prohibited conduct that violates any applicable law or regulation, our rights, or the rights of any third party.
- Harm to Minors. Using the Services to harm, or attempt to harm, minors in any way.
- Illegal Use.(b)Using the Services to transmit any material that, intentionally or unintentionally, violates any applicable local, state, national or international law, or any related rules or regulations, including but not limited to listing illegal, counterfeit or stolen items, or listing items that, by paying us the listing fee or any other fee, could cause us to violate any applicable law, statute, ordinance or regulation.
- Invasion of Privacy. Using the Services for activities that invade another’s privacy.
- Intellectual Property Right Violations. Using the Services to engage in any activity that infringes or misappropriates the intellectual property rights of others, including patents, copyrights, trademarks, service marks, trade secrets or any other proprietary right of any third party.
- Obscene or Indecent Speech or Materials.Using the Services to advertise, solicit, transmit, store, post, display or otherwise make available obscene or indecent images or other materials. We shall fully cooperate with law enforcement if we becomes aware of any use of the Services in any connection with child pornography, the solicitation of sex with minors or any other obscene or indecent use.
- Harassment, Defamatory or Abusive Language. Using the Services to transmit, post, upload or otherwise make available defamatory, harassing, abusive or threatening material or language that encourages bodily harm, destruction of property or harasses another.
- Hacking or Unauthorized Access. Using the Services to access illegally, or without authorization, the computers, accounts, equipment or networks belonging to us or another party, or attempting to penetrate security measures of another system. This includes any activity that may be used as a precursor to an attempted system penetration, including, but not limited to, port scans, stealth scans or other information gathering activity.
- Distribution of Internet Viruses, Trojan Horses or Other Destructive Activities. Using the Services to distribute information regarding the creation of and sending Internet viruses, worms, Trojan Horses, pinging, flooding, mail bombing or denial of service attacks. Using the Services for activities that disrupt the use of or interfere with the ability of others to effectively use the Services or any connected network, system, service or equipment.
- Facilitating a Violation of these Terms. Using the Services to advertise, transmit or otherwise make available any software product, product or service that is designed to violate these Terms, which includes the facilitation of the means to spam, initiation of pinging, flooding, mail bombing, denial of service attacks and piracy of software.
- Unsolicited Commercial E-mail/Unsolicited Bulk E-mail. Using the Services to transmit any unsolicited commercial e-mail or unsolicited bulk e-mail. Activities that have the effect of facilitating unsolicited commercial e-mail or unsolicited bulk e-mail, whether or not that e-mail is commercial in nature, are prohibited, including where e-mail is generated by third party software such as a virus or malware. Using deliberately misleading headers in e-mails sent to multiple parties is strictly prohibited.
- Collection of Personal Data.Using the Services to collect, or attempt to collect, personal information about third parties without their knowledge or consent.
- Resale. The sale, transfer or rental of the Services to customers, clients or other third parties, either directly or as part of a service or product created for resale.
13. OUR PROPRIETARY RIGHTS
You acknowledge and agree that all Content included in or made available through the Services by us is our property or our content suppliers and is thereby protected by United States and international copyright laws. You may not use, reproduce or distribute any Content on our Services without our prior written consent, except as permitted by law.
You also acknowledge and agree that all graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Services are our trademarks or trade dress (“Trademarks”), or used by us with permission. Our Trademarks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers or users, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear in the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
You acknowledge and agree that the Services and any software used in connection with the Services ( the “Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. All of the Software shall remain our property and you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Software, in whole or in part.
14. COPYRIGHT POLICY & PROCESS FOR ALLEGATION OF COPYRIGHT INFRINGEMENT
We respect the intellectual property rights of others and expect our users to do the same. We may terminate access to the Services for users whom we believe to be infringers, at our sole discretion.
It is our policy to respond expeditiously to claims of infringement. We will promptly process and investigate notices of alleged copyright infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable laws.
If you believe in good faith that your copyrighted material has been posted on the Services in violation of any applicable rights or licenses, and you want this material removed, you must provide us with a written communication that details the information listed in this Section.
Please also note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing, may be subject to liability. You may wish to contact an attorney for legal assistance on this matter prior to submitting a notification.
To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright interest that is allegedly infringed.
- A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of alleged infringed copyrighted works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, including a link or description of where the claimed infringing Content is located on the Services so that we are capable of finding and verifying its existence.
- Contact information, including identification of the copyright owner, your name, address, telephone number and e-mail address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
- A statement by you, made under penalty of perjury, that the information in the notice is accurate, and that the complaining party is authorized to act on behalf of the owner of the copyright interest that is allegedly infringed.
Send the written infringement notice and the materials above to our “Designated Agent” the following address:
California Certified Farmers Markets, Inc.
23501 Park Sorrento Drive, Suite 106
Calabasas, CA 91302
Upon our receipt of notices in substantial compliance with the DMCA and the requirements of this Section, we will use our reasonable efforts to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to remove or disable access to any reference or link to material or activity that is claimed to be infringing.
Users may use the Services to arrange, host and attend online or in-person meetings or events ("Meetings") with one or more individuals. Users must comply with and acknowledge and agree to comply with the laws of the city, county and country in which the Meeting occurs. Additional eligibility requirements for a particular group or Meeting may be set by the group's contact person.
We are not responsible for and does not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users are solely responsible for interactions with others. Users understand and agree that we does not in any way screen its users. All users agree to exercise caution and good judgment in all interactions with others, particularly if meeting offline or in person.
16. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. SUCH SERVICES AND THE MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICES AND THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS, OR CAPABILITIES OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY US, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT). NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES THAT WE PROVIDE. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OR THIRD PARTIES. YOU ACKNOWLEDGE THAT YOU ACCEPT SUCH RISKS AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF USERS OR THIRD PARTIES PARTICIPATING IN THE SERVICES, INCLUDING ANY CHANGE TO THE PRICES, OR THE CHANGES THEREOF, SET FORTH BY EACH USER.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT (A) THE SERVICES MAY NOT BE UNINTERRUPTED OR ERROR-FREE; (B) YOU MAY BE EXPOSED TO VIRUSES OR OTHER HARMFUL APPLICATIONS AND A VARIETY OF MATERIALS AND INFORMATION THAT MAY BE OFFENSIVE TO YOU THROUGH THE SERVICES; (C) WE DO NOT GUARANTEE THE SECURITY OF THE SERVICES; (D) BY USING THE SERVICES, UNAUTHORIZED THIRD PARTIES MAY BE ABLE TO ACCESS YOUR COMPUTER OR FILES OR OTHERWISE MONITOR YOUR CONNECTION AND ACTIVITIES; AND (E) AVAILABILITY OF THE SERVICES IS BASED ON THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SPECIFIED IN THESE TERMS, AND THE USE OF THE SERVICES WOULD REQUIRE A SUBSTANTIAL CHARGE TO YOU IF ANY OF THESE TERMS WERE UNENFORCEABLE.
17. LIMITATION OF LIABILITY; TIME FOR COMMENCING ACTION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE, OUR OWNERS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL OR EXEMPLARY DAMAGES OR LOST PROFITS BASED ON CLAIMS ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES (INCLUDING, BUT NOT LIMITED TO, PRODUCTS OR SERVICES ORDERED THROUGH THE SERVICES, UNAUTHORIZED ACCESS, DAMAGE, THEFT, CLAIMS FOR LOSS OF GOODWILL OR LOSS OF DATA, USE OF OR RELIANCE ON THE SERVICES, STOPPAGE OF OTHER WORK, IMPAIRMENT OF OTHER ASSETS, OR DAMAGE CAUSED TO EQUIPMENT OR PROGRAMS FROM ANY VIRUS OR OTHER HARMFUL APPLICATION), REGARDLESS OF WHETHER FORESEEABLE OR UNFORESEEABLE, OR WHETHER SUCH ACTION OR CLAIM IS BROUGHT IN TORT, CONTRACT OR ANY OTHER BASIS.
IN THE EVENT THAT YOU OBJECT TO ANY OF THESE TERMS OR ARE DISSATISFIED WITH YOUR USE OF THE SERVICES, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE YOUR USE OF THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR ACCRUES. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION SHALL BE PERMANENTLY AND FOREVER BARRED.
In the event that you have a dispute with a third party, you agree to release us (including our affiliates and each of our respective officers, directors, employees, agents, shareholders and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with such third parties or to your use of the Services. We reserve the right to monitor disputes between you and such third parties.
Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other states), which says: “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.”
To the extent that we attempt to resolve a dispute between users, which we are not required to do so, we will make such attempt in good faith based on our policies and these Terms.
You agree to promptly and completely indemnify and hold harmless us, our owners, and our and their suppliers and licensors, officers, directors, employees, agents, affiliates and representatives from any claim, liability, loss, damage, cost, or expense (including, without limitation, all costs of defense, including reasonable attorneys’ fees, court costs, the costs of investigation and any appeal and damages) arising out of or in any way related to (a) your use and any actions taken by you in connection with your use of the Services; (b) Content you submit, post to or transmit through the Services; (c) your connection to the Services; and (d) any violation of any third party's rights or a violation of law or regulation, or any breach of these Terms. Such indemnification shall not be construed to limit or exclude any other claims or remedies that we may assert under these Terms, by law or in equity, all of which are hereby expressly reserved.
20. ARBITRATION OF DISPUTES; GOVERNING LAW
If any dispute, difference or disagreement of any kind whatsoever arising out of or relating to this Agreement, its breach or interpretation, or the performance of any obligation hereunder (a “Dispute”) shall arise between you, on the one hand, and us, on the other (each a “Disputing Party”), the Disputing Parties shall attempt, in good faith, to settle the Dispute in the first instance by mutual discussions. All negotiations under this Section shall be confidential and shall be treated as compromise and settlement negotiations, and no oral or documentary representations made by the Disputing Parties during the negotiations shall be admissible for any purpose in any subsequent proceedings. If any Dispute is not resolved within twenty (20) days of receipt by a Disputing Party of notice of a Dispute (or within such longer period as to which the Disputing Parties have agreed in writing), then, on the request of any Disputing Party, the Dispute shall be submitted to arbitration in accordance with this Section below.
Any dispute not resolved by mutual discussions (as set forth above) shall, on the receipt of an arbitration demand, be finally and exclusively settled through binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules (the “Rules”) then in effect. The arbitration shall be held, and the award shall be issued in, Los Angeles, California. The arbitration shall be conducted before a single arbitrator, who shall be neutral and independent of the Disputing Parties. The arbitrator shall be selected by an agreement between the Disputing Parties, except that if the Disputing Parties are unable to agree within twenty (20) days after the arbitration commences, the arbitrator shall be appointed as provided in the Rules.
The Disputing Parties intend to preserve their rights under any applicable law to seek and obtain provisional relief from any court of competent jurisdiction to the extent necessary to preserve the status quo pending the appointment of the arbitrator or to protect meaningful relief in the arbitration. Once appointed, the arbitrator shall have full authority to grant provisional remedies and to direct the Disputing Parties to request that any court modify or vacate any temporary or preliminary relief by such court, and to award damages for the failure of any Disputing Party to respect the arbitrator’s orders to that effect.
Any arbitration proceedings, decision or award rendered hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. In arriving at a decision, the arbitrator shall be bound by the terms and conditions of this Agreement and shall apply the governing law of this Agreement, i.e., the laws of the State of California, without regard to conflicts of law principles. The arbitrator shall award the substantially prevailing party all reasonable costs, expenses and attorneys’ fees incurred in connection with the arbitration proceeding. The award, which shall be in writing and shall state the findings of fact and conclusions of law upon which it is based, shall be final and binding on the parties and shall be the sole and exclusive remedy between the parties regarding the issues submitted to arbitration. Judgment may be entered in any court of competent jurisdiction.
Although the Services are accessible worldwide, our products, materials, offers, and information appearing on them are intended for U.S. visitors/customers. The Services are controlled by us from our office in Calabasas, California, United States. We make no representation that materials on the Services are appropriate or available for use in other locations. Those who choose to access the Services do so at their own initiative and at their own risk, and are responsible for compliance with their local laws, if and to the extent such local laws are applicable.
We shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.
These Terms shall not be construed as creating a partnership, joint venture, agency relationship or granting a franchise between us and any other party. If any term or provision of these Terms or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, in whole or in part, the remainder of these Terms or the application of such provision to the persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each other provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. The Services are subject to existing law and legal process, and nothing contained in these Terms shall waive or impede our right to comply with law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.