Table of Contents
1. AGREEMENT TO TERMS
2. INTELLECTUAL PROPERTY RIGHTS
3. USER REPRESENTATIONS
4. PROHIBITED ACTIVITIES
5. USER-GENERATED CONTRIBUTIONS
6. CONTRIBUTION LICENSE
7. SUBMISSIONS
8. SITE MANAGEMENT
9. PRIVACY POLICY
10. TERM AND TERMINATION
11. MODIFICATIONS AND INTERRUPTIONS
12. GOVERNING LAW
13. DISPUTE RESOLUTION
14. CORRECTIONS
15. DISCLAIMER
16. LIMITATIONS OF LIABILITY
17. INDEMNIFICATION
18. USERDATA
19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
20. CALIFORNIA USERS AND RESIDENTS
21. MISCELLANEOUS
22. CONTACT US
10. TERM AND TERMINATION
These Terms of Useshall remain in full force and effect while you use the Site. WITHOUT LIMITINGANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLEDISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FORNO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAWOR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE ORDELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUTWARNING, IN OUR SOLE DISCRETION.
If we terminate orsuspend your account for any reason, you are prohibited from registering andcreating a new account under your name, a fake or borrowed name, or the name ofany third party, even if you may be acting on behalf of the third party. Inaddition to terminating or suspending your account, we reserve the right totake appropriate legal action, including without limitation pursuing civil,criminal, and injunctive redress.
11. MODIFICATIONS AND INTERRUPTIONS
We reserve the rightto change, modify, or remove the contents of the Site at any time or for anyreason at our sole discretion without notice. However, we have no obligation toupdate any information on our Site. We also reserve the right to modify or discontinueall or part of the Site without notice at any time. We will not be liable toyou or any third party for any modification, price change, suspension, ordiscontinuance of the Site.
We cannot guaranteethe Site will be available at all times. We may experience hardware, software,or other problems or need to perform maintenance related to the Site, resultingin interruptions, delays, or errors. We reserve the right to change, revise,update, suspend, discontinue, or otherwise modify the Site at any time or forany reason without notice to you. You agree that we have no liabilitywhatsoever for any loss, damage, or inconvenience caused by your inability toaccess or use the Site during any downtime or discontinuance of the Site.Nothing in these Terms of Use will be construed to obligate us to maintain andsupport the Site or to supply any corrections, updates, or releases inconnection therewith.
12. GOVERNING LAW
These Terms of Use andyour use of the Site are governed by and construed in accordance with the lawsof the State of Arizona applicable to agreements made and to beentirely performed within the State of Arizona, without regard to itsconflict of law principles.
13. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolutionand control the cost of any dispute, controversy, or claim related to theseTerms of Use (each "Dispute" and collectively, the “Disputes”)brought by either you or us (individually, a “Party” and collectively, the“Parties”), the Parties agree to first attempt to negotiate any Dispute (exceptthose Disputes expressly provided below) informally for at least thirty(30) days before initiating arbitration. Such informal negotiationscommence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties areunable to resolve a Dispute through informal negotiations, the Dispute (exceptthose Disputes expressly excluded below) will be finally and exclusivelyresolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION,YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitrationshall be commenced and conducted under the Commercial Arbitration Rules of theAmerican Arbitration Association ("AAA") and, where appropriate, theAAA’s Supplementary Procedures for Consumer Related Disputes ("AAAConsumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share ofarbitrator compensation shall be governed by the AAA Consumer Rules and, whereappropriate, limited by the AAA Consumer Rules. The arbitration may beconducted in person, through the submission of documents, by phone, or online.The arbitrator will make a decision in writing, but need not provide astatement of reasons unless requested by either Party. The arbitrator mustfollow applicable law, and any award may be challenged if the arbitrator failsto do so. Except where otherwise required by the applicable AAA rules orapplicable law, the arbitration will take place in UnitedStates, Arizona. Except as otherwise provided herein, the Parties maylitigate in court to compel arbitration, stay proceedings pending arbitration,or to confirm, modify, vacate, or enter judgment on the award entered by thearbitrator.
If for any reason, aDispute proceeds in court rather than arbitration, the Dispute shall becommenced or prosecuted in the state and federal courts locatedin United States, Arizona, and the Parties hereby consent to, andwaive all defenses of lack of personal jurisdiction, and forum non convenienswith respect to venue and jurisdiction in such state and federal courts.Application of the United Nations Convention on Contracts for the InternationalSale of Goods and the Uniform Computer Information Transaction Act (UCITA) isexcluded from these Terms of Use.
In no event shall anyDispute brought by either Party related in any way to the Site be commencedmore than one (1) years after the cause of action arose. If thisprovision is found to be illegal or unenforceable, then neither Party willelect to arbitrate any Dispute falling within that portion of this provisionfound to be illegal or unenforceable, and such Dispute shall be decided by acourt of competent jurisdiction within the courts listed for jurisdictionabove, and the Parties agree to submit to the personal jurisdiction of thatcourt.
Restrictions
The Parties agree thatany arbitration shall be limited to the Dispute between the Partiesindividually. To the full extent permitted by law, (a) no arbitration shall bejoined with any other proceeding; (b) there is no right or authority for anyDispute to be arbitrated on a class-action basis or to utilize class actionprocedures; and (c) there is no right or authority for any Dispute to bebrought in a purported representative capacity on behalf of the general publicor any other persons.
Exceptions to Informal Negotiations andArbitration
The Parties agree thatthe following Disputes are not subject to the above provisions concerninginformal negotiations and binding arbitration: (a) any Disputes seeking toenforce or protect, or concerning the validity of, any of the intellectualproperty rights of a Party; (b) any Dispute related to, or arising from,allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c)any claim for injunctive relief. If this provision is found to be illegal orunenforceable, then neither Party will elect to arbitrate any Dispute fallingwithin that portion of this provision found to be illegal or unenforceable andsuch Dispute shall be decided by a court of competent jurisdiction within thecourts listed for jurisdiction above, and the Parties agree to submit to thepersonal jurisdiction of that court.
14. CORRECTIONS
There may beinformation on the Site that contains typographical errors, inaccuracies, oromissions, including descriptions, pricing, availability, and various otherinformation. We reserve the right to correct any errors, inaccuracies, oromissions and to change or update the information on the Site at any time,without prior notice.
15. DISCLAIMER
THE SITE IS PROVIDEDON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OURSERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WEDISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE ANDYOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WEMAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THESITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILLASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, ORINACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE,OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE,(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALLPERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANYINTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS,VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THESITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT ANDMATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USEOF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCTOR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANYHYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANYBANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BERESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTYPROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICETHROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT ANDEXERCISE CAUTION WHERE APPROPRIATE.
16. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OROUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANYDIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVEDAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGESARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARYCONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESSOF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTPAID, IF ANY, BY YOU TO US DURINGTHE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ONIMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESELAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOTAPPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
17. INDEMNIFICATION
You agree to defend,indemnify, and hold us harmless, including our subsidiaries, affiliates, andall of our respective officers, agents, partners, and employees, from andagainst any loss, damage, liability, claim, or demand, including reasonable attorneys’fees and expenses, made by any third party due to or arising out of: (1)use of the Site; (2) breach of these Terms of Use; (3) any breach of yourrepresentations and warranties set forth in these Terms of Use; (4) yourviolation of the rights of a third party, including but not limited tointellectual property rights; or (5) any overt harmful act toward any otheruser of the Site with whom you connected via the Site. Notwithstanding theforegoing, we reserve the right, at your expense, to assume the exclusivedefense and control of any matter for which you are required to indemnify us,and you agree to cooperate, at your expense, with our defense of such claims.We will use reasonable efforts to notify you of any such claim, action, orproceeding which is subject to this indemnification upon becoming aware of it.
18. USER DATA
We will maintaincertain data that you transmit to the Site for the purpose of managing theperformance of the Site, as well as data relating to your use of the Site.Although we perform regular routine backups of data, you are solely responsiblefor all data that you transmit or that relates to any activity you haveundertaken using the Site. You agree that we shall have no liability to you forany loss or corruption of any such data, and you hereby waive any right ofaction against us arising from any such loss or corruption of such data.
19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, ANDSIGNATURES
Visiting the Site,sending us emails, and completing online forms constitute electroniccommunications. You consent to receive electronic communications, and you agreethat all agreements, notices, disclosures, and other communications we provideto you electronically, via email and on the Site, satisfy any legal requirementthat such communication be in writing. YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONICDELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED ORCOMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirementsunder any statutes, regulations, rules, ordinances, or other laws in anyjurisdiction which require an original signature or delivery or retention ofnon-electronic records, or to payments or the granting of credits by any meansother than electronic means.
20. CALIFORNIAUSERS AND RESIDENTS
If any complaint withus is not satisfactorily resolved, you can contact the Complaint AssistanceUnit of the Division of Consumer Services of the California Department ofConsumer Affairs in writing at 1625 North Market Blvd., Suite N 112,Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)445-1254.
21. MISCELLANEOUS
These Terms of Use andany policies or operating rules posted by us on the Site or in respect to theSite constitute the entire agreement and understanding between you and us. Ourfailure to exercise or enforce any right or provision of these Terms of Useshall not operate as a waiver of such right or provision. These Terms of Useoperate to the fullest extent permissible by law. We may assign any or all ofour rights and obligations to others at any time. We shall not be responsibleor liable for any loss, damage, delay, or failure to act caused by any causebeyond our reasonable control. If any provision or part of a provision of theseTerms of Use is determined to be unlawful, void, or unenforceable, thatprovision or part of the provision is deemed severable from these Terms of Useand does not affect the validity and enforceability of any remainingprovisions. There is no joint venture, partnership, employment or agencyrelationship created between you and us as a result of these Terms of Use oruse of the Site. You agree that these Terms of Use will not be construedagainst us by virtue of having drafted them. You hereby waive any and alldefenses you may have based on the electronic form of these Terms of Use andthe lack of signing by the parties hereto to execute these Terms of Use.
22. CONTACT US
In order to resolve acomplaint regarding the Site or to receive further information regarding use ofthe Site, please contact us at:
The Comma Llama, LLC
7674 E. Sutton Dr.
Scottsdale, AZ 85260
United States
Phone: (+1)6023887899
hello@thecommallama.com
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