Conditions d'utilisation
Necklow Co
Last Updated: 6/6/2023
These Terms of Service (these "Terms") govern your use of (i) the website located at https://necklow.co (the "Site") operated and owned by Miami Labs, Inc. (dba OpenStore) ("Company", "us", "we", or "our"), (ii) any online services made available via the Site ("Online Services") and (iii) products made available via the Site ("Products"). The Site, Online Services and Products are collectively called the "Services".
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 "DISPUTE RESOLUTION" BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services. By accessing and using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not access or use the Services.
2. Privacy Policy. Please review the Privacy Notice ("the Privacy Notice") for information on how we collect, use and share personal information.
3. Changes to these Terms. We may update the Terms from time to time at our sole discretion. If we do, we'll let you know know by posting the updated Terms on the Site and/or may also send other communications. It's important that your review the Terms whenever we update them, you use the Services or make a purchase on the Site. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Services anymore.
4. General.
(a) Eligibility; Your Account. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Company, and not otherwise barred from using the Services under applicable law. If you are under 18 or not legally considered an adult in your jurisdiction, you must ask a parent (or legal guardian) to read this Agreement and accept it on your behalf. Parents and guardians are responsible for their children's activity in connection with their use of the Services, whether or not the parent or guardian has authorized such uses. For access to certain features of the Services, you may need to register and create an account. It's important that you provide us with accurate, complete and current account information and keep this information up to date. If you don't, we might have to suspend or terminate your account. To protect your account, keep the account details and any passwords confidential, and notify us right away of any unauthorized use. You're responsible for all activities that occur under your account.
(b) License to Use the Services. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services for your personal, non-commercial use. We reserve the right to monitor your usage of the Services for the purpose of determining that your usage complies with these Terms.
(c) Prohibited Conduct. You may not use the Services other than as expressly permitted by Section 4(b) above. Without limitation, you will not, directly or indirectly: (i) copy, reproduce, modify, distribute, display, create derivative works of or transmit any content on the Services; (ii) use the Services commercially or for the benefit of any third party or in any manner not permitted by these Terms; (iii) reverse engineer, decompile, tamper with or disassemble the technology used to provide the Services (except as and only to the extent any forgoing restriction is prohibited by a non-waivable provision of applicable law); (iv) interfere with or damage the Services, or any underlying technology; (v) impersonate or misrepresent your identity or affiliation; (vi) attempt to obtain unauthorized access to the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than any software provided by Company or other generally available third-party web browsers; (vii) collect information about other users of the Services; (viii) violate, misappropriate or infringe a third party's intellectual property or other right, or any social media platform terms; (ix) violate any law, rule, or regulation; or (x) interfere with any third party's ability to use or enjoy, or our ability to provide, the Services.
5. Terms of Sale.
(a) Product Descriptions. We try to make the Site thorough, accurate, and helpful to our customers. Nonetheless, there may be times when certain information contained on the Site may be incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you use. We apologize in advance for any such errors that may result in an incorrect price, inaccurate description, item unavailability, or otherwise affect your order, We reserve the right to correct errors, inaccuracies, or omissions whether by changing information on the Site or by informing you of the error and giving you an opportunity to cancel your order.
(b) Ordering. By placing an order on the Site you are offering to purchase the relevant product(s) on and subject to these Terms. No such order will be binding on us unless and until we accept your order and send you a confirmation by email ("Order Confirmation"), which will confirm the products purchased and price, and will specify a shipment date ("Order Confirmation Shipment Date").
(c) Shipping and Delivery.
(i) We will ship the products to the address as indicated by you during the checkout process. Unless otherwise agreed in writing, we will pack the products in accordance with Company's standard practices. Unless you provide us with specific instructions, we will select the carrier. Title to the products and risk of loss will pass to you upon our delivery of the products to the carrier.
(ii) You acknowledge that all scheduled shipment dates, including the Order Confirmation Shipment Date, are estimates only. We will make commercially reasonable efforts to meet the scheduled shipment dates, but in no event will be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery, nor will the carrier be deemed an agent of Company. We will have the right to ship the products in separate packages to you, depending on the availability of the products. If you receive a damaged or incomplete shipment of products, please contact us at hello@open.store. We will have the right to delay or suspend shipment of the products if you fail to make any payment as provided in these Terms.
(d) Returns. All sales are subject to our shipping and return policies, which will be made available to you or otherwise delivered to you with your purchased goods. We monitor return activity for abuse and reserve the right to limit returns or exchanges in all instances. All refunds are at our sole discretion.
(e) Pricing and Payment Terms. We reserve the right to change the prices and available products at any time. Quantities of some products may be limited and stock cannot always be guaranteed. The prices for the products will be as specified on the Site on the date you place your order and in an Order Confirmation. Prices are stated in U.S. dollars and are exclusive of all applicable sales, use, excise, withholding, value-added and other taxes, duties and charges (collectively, "Taxes") and shipping costs. You will be responsible for all such applicable Taxes and costs. All payments will be made in U.S. dollars, free of any currency controls or other restrictions. When you place your order (each, a "Transaction"), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. Your payment will be processed once the order has been accepted. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms and in accordance with the return policy. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to delivery of the products, provided that in the even of a cancellation, we will refund any fees already paid by you for such order.
6. Reviews, Comments, Communications and Other Content.
(a) User Content. You may post reviews, comments, communications with others, graphics, images, audio and video on the Site, provided, that, you do not post any content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances. Anything that you share, post, or otherwise make available to us or share publicly through the Services is referred to as "User Content". We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Company a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display and publicly perform your User Content in connection with operating and providing the Services, to the extent User Content is personal information, to process such information as contemplated by our Privacy Policy.
(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. Further, you represent and warrant that, to your knowledge, neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Company on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Removal of User Content. Company is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. Intellectual Property.
7. Intellectual Property
(a) Intellectual Property Rights. All content on the Site, or otherwise made available via the Services, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like, the trademarks, service marks and logos contained therein, the design of the Site and/or Services, and all software and other technology (collectively, "Company IP"), are owned by or licensed to us and/or our affiliates. Content is provided to you "as is" for your information and personal use only and may not be used, reproduced, altered, distributed, transmitted, broadcast, displayed, sold, licensed, removed, obscured, or otherwise exploited for any other purposes whatsoever.
(b) Reservation of Rights. We reserve all right, title and interest not expressly granted in and to the Site, Services, and Company IP, including all associated proprietary intellectual property rights. Using the Site and/or Services does not give you any ownership of or right in or to any Company IP. You acknowledge that the Site, Services and Company IP are protected by copyright, trademark, and other laws of the United States.
8. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
9. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at hello@open.store. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 4(c), 5(e) (only for payments due and owing to Company prior to the termination), 6(b), 6(c), 7, 9, 10, 11, 12, 13, 14 and 15.
10. Warranty Disclaimers. THE SERVICES AND PRODUCTS MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR THAT THE PRODUCTS WILL BE IN STOCK, SAFE, DEFECT-FREE, CONFORM WITH WRITTEN OR ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES, OR THAT PRODUCTS WILL NOT BE LOST OR DAMAGED IN SHIPMENT. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OR CONSUMPTION OF THE PRODUCTS IS DONE AT YOUR SOLE RISK, YOU ASSUME ALL LIABILITY IN CONNECTION WITH SUCH USE OR CONSUMPTION OF THE PRODUCTS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL HAVE NO LIABILITY TO YOU BASED ON YOUR USE OR CONSUMPTION OF THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE THAT MAY RESULT FROM YOUR USE OR CONSUMPTION OF THE PRODUCTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11. Indemnity. You will indemnify and hold Company and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
12. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN THE PROVISION OF THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF PROCURING SUBSTITUTE SERVICES OR PRODUCTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR THE PURCHASE, SALE, USE OR PERFORMANCE OF THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, IN NO EVENT WILL COMPANY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PRODUCTS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PRODUCTS EXCEED THE ACTUAL AMOUNT PAID TO COMPANY BY YOU FOR THE PRODUCT(S) THAT GIVES RISE TO THE CLAIM OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT, FIFTY U.S. DOLLARS ($50).
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
13. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of the State of New York, without regard to its conflict of laws provisions, except to the extent preempted by U.S. federal law. Except as otherwise expressly set forth in Section 14 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) that you and Company are not required to arbitrate will be the state and federal courts located in the Miami-Dade County, FL and you and Company each waive any objection to jurisdiction and venue in such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section..
14. Dispute Resolution.
(a) Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Company, that Company has against you, or that you have or Company has arising from or relating to these Terms, the Services, or any aspect of the relationship between you and Company as it relates to these Terms or the Services, including any privacy or data security claims (collectively, "Disputes" and each a "Dispute"), you and Company agree to attempt to first resolve the Dispute informally via the following process:
(i) If you assert a Dispute against Company, you will first contact Company by sending a written notice of your Dispute ("Dispute Notice") to Company by email to legal@open.store or by certified mail addressed to 2916 N. Miami Ave., Suite 1005, Miami, Florida 33127 Attention: OpenStore Legal. The Dispute Notice must (A) include your name, residence address, email address, and telephone number, (B) describe the nature and basis of the Dispute, and (C) set forth the specific relief sought.
(ii) If Company asserts a Dispute against you, Company will first contact you by sending a written notice of Company's Dispute ("Company Notice"), and each of a Dispute Notice and Company Notice, a "Notice") to you via email to the primary email address associated with your account. The Company Notice must (A) include the name of a Company contact and the contact's email address and telephone number, (B) describe the nature and basis of the Dispute, and (C) set forth the specific relief sought.
(iii) If you and Company cannot reach an agreement to resolve the Dispute within thirty (30) days after you or Company receives such a Notice, then either party may submit the Dispute to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines will be tolled for thirty (30) days from the date that either you or Company first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
(b) Disputes Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Company, including any disputes in which you or Company seek injunctive or other equitable relief for the alleged unlawful use of your or Company's intellectual property or other infringement of your or Company's intellectual property rights ("IP Disputes"), all Disputes, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Disputes that are not related to intellectual property or intellectual property rights but are jointly filed with IP Disputes, that are not resolved in accordance with Section 14(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
(c) Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules (as defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
(d) Arbitration Procedure. All Disputes must be submitted to the American Arbitration Association (the "AAA") and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. The then-current version of the AAA's Consumer Arbitration Rules, which are available on the AAA's website (adr.org) (the "AAA Rules"), as amended by these Terms as follows, will apply to any arbitration between you and Company:
(i) YOU AND COMPANY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND COMPANY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Company or you by the same or coordinated counsel, may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
(ii) For any arbitration you initiate, you will pay the consumer filing fee, and Company will pay the remaining AAA fees and costs. For any arbitration initiated by Company, Company will pay all AAA fees and costs.
(iii) For all arbitrations where the Disputes asserted are $25,000 or less, the arbitration shall be resolved according to the AAA's Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (A) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (B) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (C) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.
(iv) If you or Company submits a dispute to arbitration and the arbitrator orders any exchange of information, you and Company agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Company agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
(v) The arbitrator's decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
(vi) The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Company or against you by the same or coordinated counsel or are otherwise coordinated.
The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Company or against you by the same or coordinated counsel or are otherwise coordinated.
In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Company understand and agree that when twenty-five (25) or more similar claims are asserted against Company or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Company's Dispute might be delayed.
For such coordinated actions, you and Company also agree to the following coordinated bellwether process. Counsel for claimants and counsel for Company will each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases will be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side will select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
A single arbitrator will preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
This bellwether process will continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
The statute of limitations and any filing fee deadlines will be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Company's case is selected for a bellwether process, withdrawn, or otherwise resolved.
A court will have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Company or you.
(e) One Year to Assert Disputes. To the extent permitted by law, any Dispute by you relating in any way to these Terms, the Services, or any aspect of the relationship between you and Company as it relates to these Terms or the Services, must be filed within one year after such Dispute arises; otherwise, the Dispute is permanently barred, which means that you will not have the right to assert the Dispute.
(f) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at legal@open.store or by certified mail addressed to 2916 N. Miami Ave., Suite 1005, Miami, Florida 33127 Attention: OpenStore Legal. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13.
(g) Rejection of Future Arbitration Changes. You may reject any change we make to Section 14 (except address changes) by personally signing and sending us notice within 30 days of the change via email at legal@open.store or by certified mail addressed to 2916 N. Miami Ave., Suite 1005, Miami, Florida 33127 Attention: OpenStore Legal. If you do, the most recent version of Section 16 before the change you rejected will apply.
(h) Rejection of Future Arbitration Changes. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms, (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14, and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
(i) Severability. Notwithstanding anything to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 14 or, if given the right by applicable law, by submitting the Dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the Dispute to the courts of the jurisdiction in which you reside.
15. General Terms.
(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Company and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Company's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(b) Notices. Any notices or other communications provided by Company under these Terms will be given: (i) via email; or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(c) Waiver of Rights. Company's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. (d) Force Majeure. Company will not be responsible for any failure or delay in the performance of its obligations under these Terms due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.
(e) Export. You will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the products outside the United States ("Export Rules"), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.
16. Contact Information. If you have any questions about these Terms or the Services, please contact us at hello@open.store.