THIS FOLLOWING TERMS OF SERVICE (THE "TERMS OF SERVICE") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE OPERATOR OF THIS WEBSITE, STACKSOCIAL, INC. (HEREAFTER, "STACKCOMMERCE," "WE," "US" OR "OUR"). PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CONCERNING YOUR USE OF AND ACCESS TO ALL STACKCOMMERCE WEBSITES (INCLUDING, STACKSOCIAL.COM, STACKCOMMERCE.COM, CITIZENGOODS.COM) AND ANY AFFILIATED PUBLISHER WEBSITES AND SUB-DOMAINS (COLLECTIVELY REFERRED TO HEREAFTER AS, THE "WEBSITE"). BY USING OR ACCESSING THE WEBSITE, AND ANY SERVICES OFFERED THROUGH THE WEBSITE OR AFFILIATED WEBSITES AND SUB-DOMAINS (COLLECTIVELY, THE "SERVICES"), YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, DO NOT USE THE WEBSITE OR SERVICES.NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH STACKCOMMERCE, PLEASE READ IT CAREFULLY.
THE TERMS OF SERVICE ARE INTENDED FOR ALL USERS OF THE WEBSITE AND SERVICES, INCLUDING THOSE WHO ARE SIMPLY NAVIGATING THE WEBSITE OR THOSE WHO REGISTER AN ACCOUNT AND THOSE WHO PURCHASE PRODUCTS FROM THE WEBSITE. HOWEVER, DIFFERENT SECTIONS OF THE WEBSITE, SERVICES, TERMS OF SERVICE AFFECT USERS DIFFERENTLY, SO PLEASE BE SURE TO READ THESE TERMS AND CONDITIONS CAREFULLY.
ALTHOUGH STACKCOMMERCE'S SERVICES INCLUDE PROVIDING ACCESSER TO CONTENT SUBMITTED BY OTHER USERS OF THE WEBSITE (INCLUDING, BUT NOT LIMITED TO, ARTICLES AND USER COMMENTS), STACKCOMMERCE IS SOLELY A LICENSEE AND IS NOT THE AUTHOR OF USER-SUBMITTED CONTENT AND HAS NO CONTROL OVER THE VALIDITY OR ACCURACY OF ANY CLAIMS MADE IN USER-SUBMITTED CONTENT. TO THE EXTENT YOU MAY ELECT TO UTILIZE OR OTHERWISE TAKE ACTION BASED UPON USER-SUBMITTED CONTENT, YOU DO SO AT YOUR OWN RISK AND STACKCOMMERCE DISCLAIMS ANY WARRANTIES RELATED TO ANY USER-SUBMITTED CONTENT.
2. Amendments to the Terms of Service. StackCommerce reserves the right, at our sole discretion, to change, modify or otherwise alter the Terms of Service at any time. Any such modifications shall become effective immediately upon the posting thereof. It your responsibility to review this Agreement on a regular basis to keep yourself informed of any modifications.
3.1 Account Registration. As a condition of your use of certain Services, you may be required to register an account with StackCommerce and must provide true and accurate account information at all times (including, without limitation, ensuring that your account information remains current at all times.)
3.2 Account Security. As part of the registration process, you will be instructed to choose a username and password. The selected username and password may only be used by you. You are solely responsible for maintaining and protecting the confidentiality of your username and password, and are fully responsible for all activities that occur thereunder. You agree not to share your username and passwords, let anyone else access your username or passwords or do anything else that might jeopardize the security of your username or passwords. You agree to notify StackCommerce if there is any unauthorized use of your username or password on this Site or if you know of any other breach of security in relation to this Site. We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames. Accounts using business names and/or logos to mislead others will be permanently suspended.
3.3 Registration via Outside Account. You can also register an account with StackCommerce by logging into the Website via your account with certain third party websites (e.g. Facebook.com and Google.com) (hereafter, the "Outside Account"). In so doing, you are providing your Outside Account login information to StackCommerce and allowing StackCommerce to access your Outside Account as is permitted under the applicable terms and conditions that govern your use of each Outside Account. In so doing, you represent that you are entitled to disclose your Outside Account login information to StackCommerce and/or grant StackCommerce access to your Outside Account, without breach by you of any of the terms and conditions that govern your use of the applicable Outside Account and without obligating StackCommerce to pay any fees or making StackCommerce subject to any usage limitations imposed by such third party websites.
3.4 Minimum Age. The Website and Services are intended solely for persons who are 13 years of age or older. Any access to or use of the Website or Services by anyone under 13 years of age is expressly prohibited. Minors between the ages of 13 and 18 are required to obtain their parent's permission before using the Website or Services. By accessing or using the Website or Services, you represent and warrant that you are 13 years old or older, and if you are between 13 and 18 years old, you also hereby represent and warrant that you have obtained your parent's permission to use the Website and/or the Services.
4. Use of the Website/Services by All Users:
4.1 Limited License. By agreeing to the Terms of Service, StackCommerce grants you a limited license to access and use the Website and Services for your personal use only. You acknowledge and agree that you will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial or any other non-personal purpose any content accessible via the Website or Services without the express written consent of StackCommerce. StackCommerce retains the right to determine whether or not your use of the Website or Services is consistent with the Terms of Service. We may suspend, restrict or terminate your use of the Website or Services and to refuse any future use of all or portions of the Website or Services if your use breaches or fails to comply with any of the Terms of Service. Additionally, we may seek any and all other remedies available to it, including (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the Terms of Service; and/or (b) seeking damages relating to any breach or failure to comply with any of the Terms of Service.
4.2 Prohibited Use of the Website/Services. In consideration of being allowed to use the Website and Services (or any portion thereof), you agree that the following actions, without limitation, shall constitute a material breach of the Terms of Service:
4.2.1 Transmitting material that infringes or violates the intellectual property or contractual rights of others or the privacy or publicity rights of others.
4.2.2 Transmitting content that is unlawful, obscene, defamatory, predatory of minors, threatening, harassing, abusive, slanderous, or hateful to any person or entity as determined by StackCommerce in its sole discretion.
4.2.3 Using the Website or Services in a way that is intended to harm, or a reasonable person would understand would likely result in harm, to the user or others.
4.2.4 Collecting information about others, including e-mail addresses.
4.2.5 Interfering with or damaging the Website or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.
4.2.6 Posting any materials or otherwise engaging in conduct at the Website in violation of any applicable local, state, national, or international law or regulation.
4.2.7 Using the Website or Services for any commercial or competitive purpose whatsoever without express, written permission from StackCommerce.
4.2.8 Using any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the Website or Services or any portion thereof, without the express, written consent of the StackCommerce.
4.2.9 Taking any action with respect to the Website or Services which we deem to be (in our sole and absolute discretion) inappropriate for, damaging to, or not in the best interest of, the Web Site, any of the Services or the best interests of StackCommerce's business operations.
4.2.10 Assisting any other party in doing or engaging in any of the foregoing conduct.
4.3 Termination of Use. StackCommerce expressly reserves the right, in its sole discretion, to terminate a user's access to the Website or Services or any portion thereof due to any act that would constitute a violation of the Terms of Service. In addition to violating the Terms of Service, the foregoing actions on your part, or on behalf of any entity you are employed or otherwise acting as an agent for, involving intentional, unauthorized access of a protected computer or user accounts, may constitute a violation of state and federal law, including, but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), and may potentially subject you and any affiliated parties to civil liability and criminal prosecution.
4.4 DISCLAIMER. THE WEBSITE (AND ITS CONTENTS) AND SERVICES ARE PROVIDED AS IS, WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND SERVICES AND ANY THIRD PARTY WEB SITES YOU MAY ACCESS FROM THE WEBSITE OR SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STACKCOMMERCE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OF ANY KIND. ANY REFERENCES TO SPECIFIC THIRD PARTY PRODUCTS OR SERVICES ON THE WEBSITE DO NOT CONSTITUTE OR IMPLY A RECOMMENDATION OR ENDORSEMENT BY STACKCOMMERCE, UNLESS EXPLICITLY STATED OTHERWISE.
4.5 StackCommerce Does Not Pre-Screen User/Third Party Content. By using the Website or Services, you acknowledge your understanding that StackCommerce has no obligation to screen, preview, monitor or approve any content posted or submitted by any of its users or third party providers. StackCommerce does reserve the right to review and delete any content that, in our sole judgment, violates the Terms of Service. You acknowledge that it is solely your responsibility to evaluate any risks associated with the use, accuracy, usefulness, completeness or appropriateness of any content that you submit, receive, access, transmit or otherwise convey through the Website or Services. StackCommerce shall not be liable in any way for any content displayed or otherwise accessible via the Website or Services, including, but not limited to, any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) in the content or for any loss or damage of any kind incurred as a result of the use of any content submitted, accessed, transmitted or otherwise conveyed via the Service.
4.6 Third Party Content and Websites. The Website and Services (and any portions or content thereof) may contain features and functionalities that may link to other websites and content offered by third parties which may be of interest to you. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by StackCommerce of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by StackCommerce. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature. We do not accept responsibility for those sites. Accessing any such links from the Website to gain access to other websites is at your own risk.
4.7 Third Party Advertising at the Website. In consideration for StackCommerce granting you access to and use of the Website and Services, you agree that StackCommerce and its third party providers and partners may place such advertising on the Website or in connection with the display of content or information from the Website or Services whether submitted by you or others. StackCommerce is not be responsible or liable for any loss or damage of any sort incurred as the result of any such advertising displays while you navigate or use the Website or Services. If there is a dispute arises between you and any third party advertiser relative to interactions or transactions involving the Website or Services, you understand and agree that StackCommerce bears no liability in connection therewith.
5. Product Offers.
5.1 Certain merchants may provide StackCommerce with certain promotional offers (each an "Offer"), featuring a product offered through the Website. StackCommerce makes these Offers available through the Website. Each Offer has its own restrictions and/or limitations. Similarly, Offers for goods or services purchased at discount prices are often also subject to time limits or other restrictions which may require the Buyer to complete the transaction within a certain timeframe or in a certain manner in order to receive the benefit of the Offer. No refunds shall be granted by StackCommerce unless stated otherwise in the Offer description.
5.2 StackCommerce shall not be liable for any claim arising out of or relating to the products and services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages (i.e. if the goods or service does not achieve a standard quality, or if the goods or services may affect the health of the User, etc.).
6. Credit Referral Program (Rewards for Referring Users and First Time Purchases) StackCommerce offers an optional Credit Referral Program that allows Registered Users (Referrers) to earn promotional credit to spend towards future purchases. Registered Users can earn $10 in Referral Credit by referring previously non-subscribed new Users (Referees) who register a valid StackCommerce account under these Terms of Service and complete a Qualifying Referral Transaction (see Section 6.1 below). Referees may qualify for a $10 Promotional Credit in connection with their first purchase made in connection with a Qualifying Referral Transaction (see Section 6.1 below).
6.1 Qualifying Referral Transactions are defined as first time purchases by Referees (i.e. persons who do not have and have not previously registered an account with StackCommerce). “Pay What You Want” sales do not qualify as Qualifying Referral Transactions. To be a Qualifying Referral Transaction the funds must be collected from the User and no refund processed. To constitute a Qualifying Referral Transaction for the Referrer to receive $10 Referral Credit, the Referee’s order amount must exceed US$10. The Referee may receive a $10 Promotional Credit if his or her first purchase exceeds US$50. Whether Referral or Promotional Credit, both purchase amounts are pre-coupon and not including any applicable sales tax, coupons applied, or shipping costs. Referral Credit will be issued to the Referrer 3 to 5 business days from when the Referee completes a Qualified Referral Transaction of over US$10. Promotional Credit will be issued to the Referee approximately 30 days after making their first purchase if it exceeds US$50. All Referral and Promotional Credits under the Credit Referral Program expire three (3) months after issuance and are non-transferable, non-assignable, and cannot be redeemed or exchanged for cash, or credit.
6.2 Referral Links should only be used for personal and non-commercial purposes, and only shared with personal connections that will appreciate receiving these invitations. Referral links should not be published or distributed where there is no reasonable basis for believing that all or most of the recipients are personal friends (such as coupon websites, Reddit, or Wikipedia). A referred friend may only use one referral link. If a referred friend receives referral links from multiple StackCommerce Users, only the corresponding StackCommerce User of the referral link used by the referred friend will receive the Referral Credit. Registered Users are responsible for any and all tax liabilities associated with the Credit Referral Program. Registered Users can earn a maximum of $100 USD in Referral Credit per calendar month. StackCommerce offers an optional Affiliate Program that allows for higher volume. The Credit Referral Program may NOT be combined with an Affiliate Program link. The Credit Referral Program is void where prohibited by law. The Credit Referral Program (including the amount and conditions of the Referral Credit) are subject to change at StackCommerce’s sole and exclusive discretion.
7. Insider Rewards Program StackCommerce offers an optional Insider Rewards program that allows Registered Users to earn promotional credits for making purchases with StackCommerce. For every Valid Order a Registered User completes, US$1 in promotional credit will be generated for each increment of US$25 spent (not including any applicable sales tax, coupons applied, or shipping costs). Each Valid Order is separate for purposes of the foregoing and may not be aggregated or added to other orders. To be considered a Valid Order, the Order must process correctly and not be refunded. Promotional credit will be issued to the Registered User 1 month following the completion of a Valid Order. All promotional credits under the Insider Rewards Program expire three (3) months after issuance and are non-transferable, non-assignable, and cannot be redeemed or exchanged for cash, or credit.
StackCommerce, at its sole discretion, may run special limited-time promotions with credit amounts and spend increments that differ from the standard Insider Rewards Program. The foregoing rules in this section will apply to promotions of this nature regardless of the credit amount and spend increments set by StackCommerce.
8. No Employment Relationship. StackCommerce is not an employment service and does not serve as an employer of any user (including those whose products are offered through the Website or Service). StackCommerce is not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with your use of the Website or Services. You understand and agree that, if StackCommerce is found to be liable for any tax or withholding tax in connection with your use of the Website or Services, then you will immediately reimburse and pay to StackCommerce an equivalent amount, including any interest or penalties thereon.
9. No Agency Relationship. Except where provided for in a separate agreement with StackCommerce, no agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by the Terms of Service. Without limiting the foregoing, except as expressly set forth herein, the StackCommerce is not acting and does not act as an agent for any user or visitor of the Website or Services
10. Taxes. You are solely responsible for complying with all applicable tax laws and regulations related to your use of the Website and Services. Without limiting the foregoing, each user who receives any compensation from StackCommerce relative to any product submission(s) is solely responsible for determining any applicable local indirect taxes and for including such taxes or obligations related to such taxes in content submissions. StackCommerce is not responsible for any taxes related to your use of the Website or Services.
IMPORTANT NOTICE: Even if we do not collect sales tax from you, you may owe sales tax on your purchase. Unless you live in Alaska, Delaware, Montana, New Hampshire, or Oregon, your state most likely requires purchasers to report and pay tax on all purchases that are not taxed at the time of sale. The tax may be reported and paid on your individual income tax return or by filing a consumer use tax return. For more information, please visit your state's department of revenue website.
StackCommerce collects sales tax in states where we have physical presence (or nexus), including California. StackCommerce does not collect sales tax in any state not listed above because StackCommerce is not required to collect sales or use tax in these states.
11. Copyright Infringement Notice. All users of the Website represent and warrant they shall complywith all applicable copyright laws. In the event we receive proper notification of claimed copyrightinfringement, the response to such notice may include removing or disabling access to materialclaimed to be the subject of infringing activity and possibly terminating your account and/or theright to use our site. If you believe any material on our site constitutes an infringement of acopyright you own, you may file a notice of infringement to the contact identified below. A Userwho materially misrepresents that material is infringing will be liable for the costs incurred by usand our associated persons, including attorney fees. Accordingly, if you are uncertain whetheryou are or you represent the proper copyright holder or if copyright laws protect the subjectmaterials, you are strongly advised to consult a qualified attorney at your own expense. Any copyright infringement notification must be a written communication, transmitted by fax orregular mail, setting forth the following:
c/o Legal Department
21 Market Street
Venice, CA 90291
12. Termination. StackCommerce reserves the right to terminate your account and access to theWebsite and Services at any time. In the event of termination for violation of the Terms of Service, StackCommerce reserves the right to refuse payment of any outstanding amounts owed to the user for content submissions. Termination by StackCommerce shall include removal of access to all Services, deletion of your password, deletion of all related information and files, may include the deletion of the Content associated with your account (or any part thereof), and other steps intended to bar your further use of the Website or Services.
13. Modification, Limitation and Discontinuance of Website/Services. StackCommerce reserves the right at any time to limit access to, modify, change or discontinue any aspect of the Website or Services with or without notice to you. In no event will StackCommerce be liable to you for any such modification, suspension or discontinuance of the Website or Services. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you. You agree that StackCommerce will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of Website or Services.
14. Intellectual Property. Except where expressly stated otherwise, StackCommerce, Inc. is the owner or the licensee of all intellectual property rights located on the Website, in the materials published or otherwise made available on the Website and through the Services. Those works, marks or inventions are protected by copyright, patent and trademark laws and treaties around the world and may not be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;address; manner complained of is not authorized by the copyright owner, its agent, or the law; and perjury, that you are authorized to act on behalf of the copyright owner.
Any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, unless expressly permitted by us. Except where expressly provided otherwise by us, nothing on the Website may be construed to confer any license or ownership right in or materials published or otherwise made available through our site or our services, whether by estoppel, implication, or otherwise. All rights not granted to you in the Terms of Service are expressly reserved by us.
15. DISCLAIMER: ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. STACKCOMMERCE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICES. STACKCOMMERCE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR WE COLLECT WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICES WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICES AND THE WEBSITE IS AT YOUR OWN RISK. IN SOME JURISDICTIONS, DISCLAIMERS OF IMPLIED WARRANTIES ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU AS THEY RELATE TO IMPLIED WARRANTIES.
16. LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STACKCOMMERCE, INC., OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, EXCEED $100.00. YOU EXPRESSLY UNDERSTAND AND AGREE THAT STACKCOMMERCE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF STACKCOMMERCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE ANY ASPECT OF THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY STACKCOMMERCE OR OUR FAILURE TO PROVIDE THE SERVICES UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. THIS PARAGRAPH SHALL NOT AFFECT THE RIGHTS LISTED BELOW IN THE SECTION TITLED "INDEMNIFICATION."
17. INDEMNIFICATION. You hereby agree to indemnify, defend and hold harmless StackCommerce, Inc., its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of the Terms of Service by you; (b) the Content or other information provided by you to StackCommerce or that you submit, transmit or otherwise make available through the Website or Services; (c) your use of the Website or Services; or (d) any violation of any rights of another or harm you may have caused to another. StackCommerce shall retain sole control of the defense of any such damage or claim.
18. Notice. You agree that StackCommerce may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on the Website. All notices to StackCommerce will be provided by either sending: (i) an email to [email protected]; or (ii) a letter, first class certified mail, to 21 Market Street, Venice, CA 90291 Attn: Customer Support. Such notices will be deemed delivered upon the earlierof the verification of delivery or two (2) business days after being sent.
19. Entire Agreement. This Agreement governs your use of the Website and Services and constitutes the entire agreement between you and StackCommerce. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and StackCommerce regarding the subject matter contained in this Agreement.
20. Resolution of Disputes - Mandatory Arbitration and Class Action Waiver. We offer the following process to help you resolve a complaint or Dispute (as defined below) that you may have with us, any product purchased via the Services, or any use of this Website. Please read this section carefully. Our Customer Service Department, which you can reach via email to [email protected]; or a letter, first class certified mail, to StackCommerce, Inc., 21 Market Street, Venice, CA 90291 Attn: Customer Support, can help you resolve most of your concerns. If our Customer Service Department is unable to resolve your complaint or Dispute, you agree to take the following steps to resolve any Dispute you may have with us.
Step 1. Notice of Dispute
You must first try to resolve any complaint or Dispute with us through our Notice of Dispute process. You begin by submitting a "Notice of Dispute" with any supporting documents or other information by U.S. Mail to:
Attention: Notice of Dispute
21 Market Street
Venice, CA 90291
A "Notice of Dispute" is a written form in which you provide your name, address, contact information, email address, the facts regarding your Dispute, and the relief you are requesting from us. Once we receive your Notice of Dispute, you and we will attempt to resolve any Dispute through informal negotiation within forty-five (45) days from the date the Notice of Dispute is received by us. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or we may initiate an arbitration proceeding or small claims action as described below. You agree that the term "Dispute" in this Agreement will have the broadest meaning possible. It applies to any dispute, action, or other controversy between you and us relating to the Website or Services, any products offered or purchased from us, any transaction or relationship between us resulting from your use of the Website or Services, communications between us, the purchase/order/use of products sold via the Website, or this Agreement – whether in contract, warranty, tort, laws or regulation. The term also applies to any dispute over the validity, enforceability, or scope of this arbitration provision.
Step 2: Arbitration
If your Dispute is not resolved to your satisfaction within 45 days from when we received your Notice of Dispute, you and we agree to arbitrate all Disputes between us. As we explain below, you and we also may also have the right to bring an individual action before a Small Claims Court for certain claims. You agree that arbitration or a small claims action will be your sole and exclusive remedy to resolve any dispute with us. The Federal Arbitration Act applies to this Agreement.
BY AGREEING TO ARBITRATE, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ANY AND ALL DISPUTES IN A COURT BEFORE A JUDGE OR JURY (EXCEPT SMALL CLAIMS COURT). INSTEAD, A NEUTRAL ARBITRATOR WILL RESOLVE ALL DISPUTES.
To read more about arbitration, visit www.adr.org. The American Arbitration Association ("AAA") will conduct any arbitration under its Consumer Arbitration Rules in effect at that time. You can review the Consumer Arbitration Rules here. You may begin an arbitration with us by completing a Demand for Arbitration form, available by clicking here. The completed form(s) should be returned directly to the AAA. The AAA will assign someone to manage your case. You will be contacted with instructions for continuing the arbitration process. Be sure to keep a copy of everything you send to the administrator of your arbitration or us. If, for any reason, the AAA is unavailable, the parties shall mutually select another arbitration forum which will be governed by the AAA Consumer Arbitration Rules. The AAA rules will determine whether the arbitration will take place through written submissions by you and us, by telephone, or in person.
Class Action Waiver
Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
If you initiate an arbitration with the AAA, we will promptly reimburse you for any standard filing fee you may have been required to pay by the AAA, once you have notified us in writing and provided a copy of the arbitration demand. However, if we are the prevailing party in the arbitration, we will be entitled to seek and recover our attorneys' fees and costs, subject to the arbitrator's determination and applicable law.
Small Claims Option
You may also litigate any Dispute in Small Claims Court in the County of Los Angeles, California, if the Dispute meets all requirements to be heard in the small claims court. You can learn more about the Small Claims Court in the County of Los Angeles by clicking here. However, if you initiate a Small Claims case, you are responsible for all your court costs.
Choice of Law and Forum Selection
You agree that the laws of the State of California govern this agreement and any claim or Dispute or issues arising from it, without regard to California's conflict of laws rules. Unless you and we agree otherwise, in the event that the Agreement to arbitrate above is found not to apply to you or to a particular claim or Dispute as a result of a decision by the arbitrator or a court order, you agree that any Disputes or claims that you may have against us reside in and will be resolved by a state or federal court located in Los Angeles County in the State of California and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
21. Miscellaneous. You may not assign these Terms & Conditions without the prior written approval of StackCommerce. Any purported assignment in violation of this section shall be void. StackCommerce reserves the right to use third party providers in the provision of the Website and Service. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms of Service, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any and all rights not expressly granted herein are reserved by StackCommerce.
22. Notice for Users in California. This notice is for users of the Website residing in the State of California. Please be advised that the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be reached by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210.
23. Contact Us. Please feel free to contact us with any comments, questions or suggestions you might have regarding the Website or Services. You may contact us at: [email protected]