Welcome, and thank you for your interest in Teatro Designs LLC (“Teatro Designs,” “us” or “we”) and our services made available through the websites (the “Website” or the “Site”) and the online applications and tools (collectively, the “Apps,” together with the Site, the “Service”). The following Terms of Service are a legally binding contract between you and Teatro Designs regarding your use of the Service.
Teatrodesigns.com is owned and operated by Teatro Designs LLC a corporation organized and existing pursuant to the laws of the State of Oregon. The Service is a platform enabling people seeking interior design services (“Clients”) to get a custom interior design.
Please read the following Terms of Service (“Terms”) carefully before accessing or using any of the Service. Each time you access or use the Service, you agree to be bound by these Terms. If you do not agree to be bound by all of these Terms, you may not access or use the Service. In addition, certain areas of the Service may be subject to additional Terms of Service that we make available for your review. By using such areas, or any part thereof, you are expressly indicating that you have read and agree to be bound by the additional Terms of Service applicable to such areas. In the event that any of the additional Terms of Service governing such area conflict with these Terms, the additional terms will control.
If you are using or opening an account on the Service on behalf of a company, entity,
or organization (each a “Subscribing Entity”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to this End User License Agreement (“EULA”) and (ii) agree to be bound by this EULA on behalf of such Subscribing Entity.
- Your Compliance with this Agreement
- Eligibility for Our Service
You must be at least eighteen (18) years of age to use the Service. By agreeing to the Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age, (ii) that you have not previously been suspended or removed from the Service, and (iii) that your registration and your use of the Service are in compliance with any and all applicable laws and regulations.
- Your Access and Use of our Services
Furthermore, you agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Services without our prior written permission and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services; or (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our Services. Except as expressly permitted in this Agreement, you shall not collect or harvest any personally identifiable information, including account names, from our Services. You shall not use any communication systems provided on our Services (such as Forums or email) for any commercial or solicitation purposes. You shall not solicit for commercial purposes any users of our Services without our prior written permission.
- Interruption of Service
Your access and use of our Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take. We reserve the right to suspend or discontinue the availability of our Services and/or any portion or feature of our Services at any time in our sole discretion and without prior notice.
- Your Decisions
You acknowledge and agree that you are solely responsible for your decisions made on or through the use of the Website. Our Services, provide a venue through which you can obtain information and you can find materials and goods providers including, without limitation, stores and venues where you may purchase your goods (“Materials Providers”). You acknowledge and agree that you rely on your own judgment in selecting any products offered by Materials Providers. You may incur third party fees through use of the Service, such as fees charged by your carrier for data usage. In addition, you may be subject to third party terms, through your use of the Service, such as your carrier’s terms. You acknowledge and agree that you are solely responsible for all such fees incurred by you for use of the Service, and you agree to pay all such fees and abide by all such terms.
- Fees; Payments
i. Fees. The fee (the “Fee”) to be charged to Clients for each custom room design (“Custom Room Design”) will be set forth on the Service. The Fee is due and payable in advance of Client’s design or product recommendation process.
ii. Payments. The Service currently uses third parties to process payments. Our third-party payment processors accept payments through various credit cards, as detailed on the applicable payment screen. All monetary transactions on the Service take place in U.S. Dollars.
iii. Taxes. Clients are responsible for determining and paying the appropriate government taxes, fees, and service charges resulting from a transaction occurring through the Service, except for taxes on Teatro Design’s income on the design service Fee. We are not responsible for collecting, reporting, paying, or remitting to you any such taxes, fees, or service charges, except as may otherwise be required by law.
- No Guarantee
We do not make any warranties or representations regarding the information, quotes, fees, terms, or rates offered or made available by Materials Providers, nor do we guarantee that quotes, fees, terms, or rates offered by Materials Providers are the best available.
- Requests for Information.
Our Services may give you the opportunity to request information from Materials Providers (an “Information Request”). The Information Request are only available to residents of the United States, and may not be available in all states. If you make an information request:
- We make no guarantee that you will be matched with a Materials Provider if you submit an Information Request.
- If you make an Information Request, then you expressly authorize Materials Providers and us to contact you by telephone, and email at the numbers and addresses provided in your Information Request, for purposes of providing you with the information, quotes, and products indicated in your Information Request. You consent to receive telephone calls from Materials Providers and us, even if the phone number that you provided on your Information Request is on any national or state “Do Not Call” list. You also consent to receive marketing via automatic telephone dialing system or by artificial/pre-recorded message or by text message from Materials Providers or their agents, us and partner companies at the telephone number you have provided. I understand that my consent is not required as a condition of purchasing any goods.
- User Content
- User Content Generally. Certain features of the Service may permit users to post content, including text messages, online messages, reviews, photos, video, images, folders, data, text, and other types of works (collectively called, “User Content”) and to publish User Content on the Service. You retain copyright and any other proprietary rights you hold in the User Content that you post to the Service.
- Limited License Grant to Teatro Designs. By posting User Content, you grant Teatro Designs a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Any such use of your User Content by Teatro Designs may be without any compensation paid to you.
- Limited License Grant to Other Users. By posting and sharing User Content with another user of the Service, you hereby grant that user a non-exclusive license to access and use such User Content as permitted by these Terms and the functionality of the Service.
- User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
- You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Teatro Designs and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you and in the manner contemplated by Teatro Designs and these Terms;
- Your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.
- Intellectual Property Rights
Our names, graphics, videos, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the “Proprietary Marks”), are owned by Teatro Designs. You may not use the Proprietary Marks without our prior written permission. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners. The information, advice, data, software and content viewable on, contained in, or downloadable from our Services (collectively, ” Our Content”), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, line art, icons and renditions, are copyrighted by, or otherwise licensed to, us or Our Content suppliers. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of Our Content (the “Collective Work”). All software used on or within our Services (the “Software”) is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using Our Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to Our Content, the Collective Work, or the Software.
You are solely responsible for any damages resulting from your infringement of our or any third-party’s intellectual property rights regarding the Trademarks, Our Content, the Collective Work, the Software and/or any other harm incurred by us or our affiliates as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
- Use of Our Content
We grant you a limited license to access, print, download or otherwise make personal use of the Content and the Collective Work provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing. You may not modify the Content or the Collective Work or utilize them for any commercial purpose or any other public display, performance, sale, or rental, decompile, reverse engineer, or disassemble the Content and the Collective Work, or transfer the Content or the Collective Work to another person or entity. Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use, other than the non-commercial use of the Content and the Collective Work as permitted by this Agreement, is permitted by you without our prior written permission.
- Changes to the Terms and Conditions.
We may revise the Terms and Conditions at any time by posting an updated version You should visit this page periodically to review the most current Terms and Conditions, because you are bound by it Your continued use of the Service after a change to the Terms and Conditions constitutes your binding acceptance of the Terms and Conditions.
- Electronic Communications
When you visit our Services or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by email or by posting notices on 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.
- Electronic Transactions
YOUR USE OF THE SERVICES INCLUDES THE ABILITY TO ENTER INTO AGREEMENTS AND/OR TO MAKE TRANSACTIONS ELECTRONICALLY. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. IN ORDER TO ACCESS AND RETAIN YOUR ELECTRONIC RECORDS, YOU MAY BE REQUIRED TO HAVE CERTAIN HARDWARE AND SOFTWARE, WHICH ARE YOUR SOLE RESPONSIBILITY.
- Third Party Links
- Design Services
Each user of the Services will receive design recommendations based on the questionnaire, pictures, videos or other material submitted by the user. Design is inherently subjective, however, and you agree that Teatro Designs cannot and does not warrant or guarantee your satisfaction with design services and/or ideas you receive on the Teatro Designs Site. Notwithstanding the foregoing, Teatro Designs will take such reasonable steps, in Teatro Design’s sole discretion, to ensure your satisfaction, including but not limited to those measures set forth in our Refund Policy. This offer is valid for six (6) months from purchase date. Should you need more time in starting your project, please contact us at email@example.com.
While Teatro Designs has made every effort to portray recommended products and their colors and materials in the most accurate way on the Website, the displayed colors of the products will depend upon the monitor of the user and cannot be guaranteed by Teatro Designs as an accurate portrayal of the actual color or material of the product. We also make best efforts to estimate scale of your space based on photos provided, but can’t guarantee that all recommended products will fit your space. Customers are required to measure their space to ensure that items fit prior to purchasing.
TEATRO DESIGNS DOES NOT GUARANTEE, OR WARRANTY ANY OF THE PRODUCTS OR MERCHANDISE PURCHASED BY YOU THROUGH THE USE OF OUR SERVICES OR THOSE SERVICES OF A MATERIALS PROVIDER. YOUR ONLY RECOURSE OR REMEDY FOR GUARANTEE OR WARRANTY CLAIMS IS DIRECTLY WITH THE MANUFACTURER OR PRODUCER OF THE MERCHANDISE.
While Teatro Designs will attempt to ensure that all retail product links are current in order to assist users with purchasing design materials, there is no guarantee that the furniture or accessories recommended by Teatro Designs will be available for purchase at all or within a specific time frame defined by the customer in their questionnaire. If prices are provided as part of the design service recommendation, there is no guarantee that the price is the lowest price or that the customer will find the article at the similar price when they order. Teatro Designs grants you a personal, limited, non-exclusive, non-transferable license ot access Teatrodesigns.com and to use the information contained here. Teatro Designs reserves the right, for any reason or for no reason, in its sole discretion and without notice to you, to revise the products described on Teatro.com and to terminate, change, suspend or discontinue any aspect of the Web Site, including, but not limited to, the Materials and Our Content on the WebSite as well as features and/or hours of availability of Teatro Designs, and Teatro Designs will not be liable to you or to any third party for doing so.
- Refund Policy on Paid Services
If you are not satisfied with your Paid Services experience with Teatro Designs services, then you may request specific remedies to correct the situation by emailing firstname.lastname@example.org. At Teatro Designs’ sole discretion, we may offer a refund in those situations where a remedy is not possible or does not correct the issue. You can request a refund by emailing susan@Teatrodesign.com. The refund is limited to the amount paid for the service.
- Copyright Policy
We respect the intellectual property rights of others. Please notify us by e-mail at email@example.com, if you believe that a user of the website or Services has infringed your intellectual property rights. We provide this policy pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act (“DMCA”).
- Disclaimers; No Warranties
THE CONTENT AND ALL PRODUCTS ASSOCIATED WITH OUR SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON OR ASSOCIATED WITH OUR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES AND ALL PRODUCTS INCLUDED ON OR ASSOCIATED WITH OUR SERVICES IS AT YOUR SOLE RISK.
WE DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR THE PRODUCTS ASSOCIATED WITH OUR SERVICES, OR THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT OR THE PRODUCTS ASSOCIATED WITH OUR SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE CONTENT AND THE PRODUCTS ASSOCIATED WITH OUR SERVICES. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE FOR DOWNLOADING FROM OUR SERVICES IS FREE OF INFECTION FROM ANY VIRUSES, MALICIOUS SOFTWARE OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING ANY INFORMATION OR OFFERS PROVIDED ON OR THROUGH OUR SERVICES.
WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISS DELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL.
WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE WE SERVICES. WE DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. WE DISCLAIM ANY WARRANTIES FOR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE WE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
OUR SERVICES ARE CONTROLLED AND OFFERED BY US FROM OUR FACILITIES IN THE UNITED STATES OF AMERICA. WE MAKE NO REPRESENTATIONS THAT OUR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER JURISDICTIONS. IF YOU ACCESS OR USE OUR SERVICES FROM OTHER JURISDICTIONS, THEN YOU DO SO BY YOUR OWN VOLITION AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- Limitations of Liability
IN NO EVENT SHALL WE BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF OUR SERVICES; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; (V) YOUR RELIANCE UPON OR USE OF THE CONTENT OR THE COLLECTIVE WORK, OR (VI) ANY INFORMATION, SOFTWARE, PRODUCTS OBTAINED THROUGH OUR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE WEBSITE SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.
OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED $100.
YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU.
YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
IN THE EVENT THAT ANY LIMITATION ON THE PERIOD OF TIME FOR BRINGING AN ACTION, CLAIM, DISPUTE OR PROCEEDING AGAINST US, LOCATED IN THIS “LIMITATIONS ON OUR LIABILITY” SECTION, IS DETERMINED OR HELD TO BE INAPPLICABLE OR UNENFORCEABLE BY ANY COURT, ARBITRATION PANEL OR OTHER TRIBUNAL, THEN THE STATUTE OF LIMITATIONS FOR THE STATE OF CALIFORNIA SHALL APPLY TO ANY SUCH ACTION, CLAIM, DISPUTE OR PROCEEDING REFERRED TO FINAL OR BINDING ARBITRATION.
You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless Teatro Designs and its officers, directors, employees, assignees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
- Amendments to this Agreement
We reserve the right to update, amend and/or change this Agreement at any time in our sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon us posting the updated Agreement on our Services. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately below this Agreement. Your continued access and use of our Services following the posting of any such changes shall automatically be deemed your acceptance of all changes.
- Our Remedies
You acknowledge that we may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record of California, or the United States District Court for California. You consent to the jurisdiction of such court and waive any objection to the venue of any such action or proceeding in such court. You shall not have any remedy except for damages at law and in no event shall you have any equitable remedy, including without limitation, injunctive relief.
- Dispute Resolution
For any dispute you have with Teatro Designs, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. If Teatro has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy as follows:
You and we agree that any claim or dispute at law or equity between us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to the Services will be resolved in accordance with the provisions set forth in this Legal Disputes section. Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.
- Applicable Law
You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in this Agreement.
- Agreement to Arbitrate
You and we each agree that any and all disputes or claims between you and us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to our Services, or any products sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify.
- Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OUR OTHER USERS.
- Arbitration Procedures
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of this Agreement including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or this Agreement is void or voidable.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- Judicial Forum for Legal Disputes
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 claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the state of California. You and we agree to submit to the personal jurisdiction of the courts located within California for the purpose of litigating all such claims or disputes. You also agree that: (i) our Services shall be deemed solely based in the State of California; and (ii) our Services shall be deemed passive Services that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of California.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
All covenants, agreements, representations and warranties made in this Agreement, as may be amended by us, from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.
If you have questions, comments, concerns or feedback regarding this Agreement or our Services, please contact us at email@example.com
Last updated: May 3, 2017