Welcome to Pakaloh LLC (“Pakaloh”), the premier technology platform connecting professionals in the cannabis, CBD and hemp industry. This Terms of Service Agreement (“Agreement”) describes the terms and conditions that govern your use of Pakaloh and its associated services, and constitutes a legal, binding agreement between you, Pakaloh, and its subsidiaries and affiliates (collectively, “Pakaloh”).
THE DISPUTE RESOLUTION SECTION OF THIS AGREEMENT CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRES YOU AND PAKALOH TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE REVIEW THE DISPUTE RESOLUTION SECTION OF THIS AGREEMENT CAREFULLY. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Acceptance of this Agreement
By using, accessing, or downloading the Pakaloh Platform (defined below under the section entitled “Pakaloh Platform”), you hereby expressly acknowledge and agree to be bound by all of the terms and conditions of this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use the Pakaloh Platform.
Amendments to this Agreement
Pakaloh may, in its sole discretion, modify or update this Agreement, or any policies relating to the Pakaloh Platform, from time to time. Please review this page periodically to ensure you are up-to-date with any changes. Any changes to this Agreement or associated policies will be published through the Pakaloh Platform, and are effective upon the publishing of said modification or update. If we make material changes to this Agreement, we will notify you via the email address associated with your Account or by posting a notice on the Pakaloh Platform. Continued use of the Pakaloh Platform after any such changes shall constitute your acceptance of such changes.
For the purposes of this Agreement, the terms “cannabis” and “marijuana” are interchangeable, will be deemed under this Agreement to have the same legal meaning and significance, and do not encompass industrial hemp and products derived therefrom. “Industrial hemp” is defined by the Agriculture Improvement Act of 2018 as any part of the Cannabis sativa L. plant that contains less than 0.3 percent delta-9 tetrahydrocannabinol on a dry weight basis.
THE PAKALOH PLATFORM
Your use of the “Pakaloh Platform” consists of www.pakaloh.com (the “Website”) and any Application or other technologies (collectively, the “Application”). Use of the Application may include networking with other visitors to or members of the Website (“Users”) by sending/receiving messages or posting/receiving ratings/reviews, accessing online resources, information or tools, using any Pakaloh discount codes to conduct business with other Users, any lead generation, or any other related interactions with the Website or Application (collectively, the “Service”). Together, the Service and the Application are known as the Pakaloh Platform.
DISCLAIMERS & ACKNOWLEDGMENTS
Pakaloh is a Technology Platform
You expressly agree and acknowledge that Pakaloh (i) is a technology services provider; (ii) is not a licensed medical or adult-use cannabis “Retailer”, “Brand”, or cultivator; (iii) does not facilitate or participate in the sale or delivery of medical or adult-use cannabis; and (iv) does not cultivate, manufacture, package, label, test, or sell medical or adult-use cannabis. It is the sole responsibility of You and any and all Users to use the Pakaloh Platform in a legal and compliant manner. Pakaloh has no responsibility or liability for any Users.
Acknowledgment of Federal Law
Pakaloh operates under applicable state laws. You expressly acknowledge and understand that marijuana (cannabis) is listed on Schedule I of the United States Controlled Substances Act. Under the federal laws of the United States of America, manufacturing, distributing, dispensing or possession of marijuana is illegal, and individuals are subject to arrest and/or prosecution for doing so. Pursuant to the Agricultural Improvement Act of 2018, industrial hemp is not listed on Schedule 1 of the Controlled Substances Act. You further acknowledge that medical use is not recognized as a valid defense under federal laws regarding marijuana. You also acknowledge and understand that the interstate transportation of marijuana is a federal offense.
Acknowledgment of State Law
You expressly acknowledge, agree, and understand that the use, possession, cultivation, manufacturing, transportation, and distribution of cannabis is illegal in your state of residence and in the state you are located unless all participants are acting completely within the scope of the state’s applicable laws.
Acknowledgment of the Laws of Your Location
You must abide by and follow the applicable laws of the state, city, county, municipality, or jurisdiction in which you are located in order to use the Pakaloh Platform. You expressly acknowledge, agree, understand, and assume full responsibility for cooperating with the laws of your place of location while using the Pakaloh Platform. Pakaloh reserves the right to determine or change its Service Area in its sole discretion at any time.
You expressly acknowledge, agree, and understand that any statements relating to cannabis goods, accessories or any other products made in connection with the Pakaloh Platform (“Products”) have not been evaluated by the FDA. Neither the Products nor the ingredients in any of the Products have been approved or endorsed by the FDA or any regulatory agency. Any Products referred to on the Pakaloh Platform are not intended to diagnose, treat, cure, mitigate, or prevent any medical condition, illness, or disease in humans or animals. The information provided is designed for educational purposes only and is not intended to be a substitute for informed medical advice or care. If you are pregnant, nursing, taking medication, or have a medical condition, we suggest consulting with a physician before using any Products.
USING THE PAKALOH PLATFORM
Your User Account
You agree to maintain accurate, complete, and up-to-date information in your Account and that we and others may rely on your information as accurate, current and complete. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired identification on file, may result in your inability to access or use the Service.
You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Pakaloh in writing, you may only possess one Account under each category: Provider of Products, Provider of Services, and/or Individuals. You are responsible for the use of your Account and Pakaloh expressly disclaims any liability arising from the unauthorized use of your Account. If you suspect unauthorized access of your Account or any other breach of security, you agree to notify us immediately.
Pakaloh reserves the right, in its sole discretion, to set the requirements for, or to suspend, disable, deny access to, or disallow the registration of your Account for any reason. If you believe your inability to access your Account or the Pakaloh Platform has been made in error, please contact our Customer Support team. You acknowledge and agree that Pakaloh shall not be liable to you or any third party for any termination of your access to the Pakaloh Platform. The terms and conditions of this Agreement and the Pakaloh Terms shall survive and endure beyond any termination, deletion, or suspension of your Account, or if you cease using the Pakaloh Platform.
You must be at least 21 years old to use the Pakaloh Platform. By using the Pakaloh Platform you expressly represent and warrant that you are at least 21 years old, are legally entitled to enter into this Agreement, and have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You acknowledge that Pakaloh reserves the right to determine a minimum age for any User or Service Area in its sole discretion (“Qualifying Age”). You agree that if you are not of Qualifying Age while located in any Service Area, you are prohibited from using, and will not attempt to use, the Service.
By entering into this Agreement or using the Pakaloh Platform, you expressly consent and agree to accept and receive communications from Pakaloh, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Pakaloh.
By consenting to being contacted, you understand and agree that you may receive communications (including those generated by automatic telephone dialing systems and/or which will deliver pre recorded messages) sent by or on behalf of Pakaloh, including but not limited to: operational or transactional communications concerning your Account or use of the Pakaloh Platform; updates concerning new or existing features of the Pakaloh Platform; communications concerning Promotions (defined below) run by Pakaloh or third parties; and news or industry developments concerning Pakaloh or third parties. Standard text messaging charges applied by your cell phone carrier will apply to text messages you receive.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, UNSUBSCRIBE FROM PAKALOH’S PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF, INCLUDING CLICKING THE UNSUBSCRIBE LINK PROVIDED AT THE BOTTOM OF THE EMAIL. IF YOU WISH TO OPT OUT OF PUSH NOTIFICATIONS YOU MAY DO SO THROUGH YOUR DEVICE SETTINGS. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES TO THE PHONE NUMBER YOU RECEIVED THE MESSAGE FROM.
YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE PAKALOH PLATFORM. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM PAKALOH (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), PLEASE CONTACT CUSTOMER SUPPORT BY VISITING WWW.PAKALOH.COM. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE PAKALOH PLATFORM.
Electronic Records & Signatures
You agree that your electronic signature on the Pakaloh Platform is the legal equivalent of your manual or paper signature. You consent to receive any communications, records, receipts, notices, agreements, documents, and disclosures provided by Pakaloh regarding your Account and the Pakaloh Platform electronically (collectively, “Electronic Communications”). We may provide these Electronic Communications to you via the Pakaloh Platform, email, text message, push notification, chat, customer support, or other electronic communications.
In order to access and retain Electronic Communications, you will need at least the following computer hardware and software:
- A device with an Internet connection
- A current web browser with cookies enabled
- A valid email address
- Storage space to save past Electronic Communications on your device or an installed printer to print Electronic Communications
- In order for us to send you Electronic Communications, you must ensure your contact information and email address is true, accurate and complete at all times. You acknowledge and agree Pakaloh will be deemed to have provided Electronic Communications to you even if your contact information on file is incorrect, out of date, blocked by your service provider, or you are otherwise are unable to receive Electronic Communications. You can update your contact information at any time by logging into your Account and updating your profile settings, or by contacting Customer Support.
You can withdraw your consent to receive Electronic Communications at any time by sending us an email with the subject line “Withdrawing E-Sign Consent” to email@example.com. However, if you withdraw your consent to receive Electronic Communications, Pakaloh reserves the right to immediately close your Account as we may be unable to properly facilitate your legal use of the Pakaloh Platform.
During your use of the Pakaloh Platform, you may purchase goods and/or services from, correspond with, participate in the promotions of, or otherwise utilize third parties facilitating their business through the Pakaloh Platform, including without limitation, (i) Retailers; (ii) Brands such as manufacturers, cultivators, distributors, microbusinesses, or licensors who sell Products to, through, and/or as Retailers; (iii) advertisers, business partners, or affiliates; (iv) financial institutions, banks, lenders, payment processors, investment firms, and private investors; and (v) the respective employees of each of the preceding (collectively, “Third-Party Providers”). You agree and acknowledge that Pakaloh is not a party to any transaction you enter into with any Third-Party Provider, unless otherwise indicated in this Agreement. Any such activity, and any terms, conditions, warranties, or representations associated with such activity is solely between you and the applicable Third-Party Provider. Pakaloh and its licensors shall have no liability, obligation or responsibility for any such purchase, correspondence, promotion, or transaction between you and any Third-Party Provider. In no event shall Pakaloh or its licensors be responsible for any content, products, services, or other materials on or available from Third-Party Providers.
Pakaloh does not endorse any third-party advertisements, links, promotions, or websites linked through the Pakaloh Platform, and in no event shall Pakaloh or its licensors be responsible for any content, products, services or other materials on or available from such sites or Third-Party Providers. Certain Third-Party Providers may require you to agree to additional or different terms and conditions prior to your use of or access to their goods and/or services. Pakaloh disclaims any and all responsibility or liability arising from such agreements between you and the Third-Party Providers.
Pakaloh may make available materials by Third-Party Providers, such as their opinions, advice, statements, offers, other information or content concerning Pakaloh or other materials made available through the Pakaloh Platform (“Third-Party Materials”). Such Third-Party Materials are not provided by Pakaloh and Pakaloh is not responsible for the content of Third-Party Materials. The authors of the Third-Party Materials are solely responsible for such content. Pakaloh disclaims responsibility for any loss or damage resulting from your reliance on information or other content posted by Third-Party Providers, whether on the Pakaloh Platform or otherwise. We reserve the right, without any obligation, to monitor, remove or suspend any Third-Party Materials posted on the Pakaloh Platform and remove any such material that, in our sole opinion, violates or is alleged to violate: (i) the law; (ii) this Agreement; (iii) the rights, or threatens to harm the safety or rights of Users or others.
The Pakaloh Platform may contain third-party advertising and marketing. By agreeing to this Agreement, you agree to receive such advertising and marketing. Pakaloh disclaims responsibility for any loss or damage resulting from or related to such advertising and/or marketing.
Retailer, Brand or Other Descriptions
Pakaloh attempts to be as accurate as possible with respect to any Retailer, Brand or other descriptions or images on the Pakaloh Platform. Pakaloh does not warrant that any Retailer, Brand or other descriptions, images, or other Content (defined below) available on the Pakaloh Platform are accurate, complete, reliable, current, or error-free. You acknowledge and agree that such Descriptions are not guaranteed as accurate.
Discount Codes and Promotions
Pakaloh may, in its sole discretion, make available certain discount codes, referral codes, promotions or offers, which may at times be redeemed by entering promotional codes, that may confer discounts, price reductions, features, benefits, related to the Service, subject to any additional terms that Pakaloh establishes (“Promotions”). Promotions may be offered by Pakaloh, Retailers, Brands, or other Third-Party Providers on the Pakaloh Platform. Each Promotion is a limited time offer and is valid only for the time specified therein.
Each Promotion (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, resold or transferred in any manner, made available to the general public (whether posted to a public form or otherwise) or combined with any other offers unless otherwise permitted by Pakaloh; (iii) may only apply to qualifying items and may require a minimum dollar order purchase; (iv) may be modified, disabled, or withdrawn by Pakaloh at any time for any reason or no reason without liability to Pakaloh; (v) is not valid for cash or credit, has no monetary value, and cannot be applied after an order is submitted; (vi) may expire prior to your use; and (vii) is void where prohibited by law. If you violate any of the Promotion terms, the Promotion will be invalid.
Pakaloh, at its sole discretion, reserves the right to issue Promotions with different features, discounts, offers, or deals to any Users or groups of Users determined solely by Pakaloh. These Promotions, unless made to you, shall have no bearing whatsoever on your use of Pakaloh, or any Promotions offered to you.
Unless otherwise indicated by Pakaloh, Promotions do not apply to taxes, fees, or any Charges other than Retail Price. Taxes and fees may apply to the full value of Products subsequently reduced in price by a Promotion.
Mobile Data Fees & Usage
Pakaloh is not responsible for any fees or usage charges related to your access of the Pakaloh Platform. Your mobile network’s data and messaging rates and fees may apply if you access or use the Pakaloh Platform from a device. You are solely responsible for acquiring and updating compatible hardware or devices necessary to access and use the Pakaloh Platform and any updates thereto. Pakaloh does not guarantee that the Pakaloh Platform, or any portion thereof, will function on any particular network, hardware, or devices.
PRIVACY & CONFIDENTIALITY
With respect to your use of the Pakaloh Platform, you agree you will not:
- Impersonate any person or entity
- Stalk, threaten, or otherwise harass any person, or carry any weapons
- Violate any law, statute, rule, permit, ordinance, or regulation
- Post, email, upload, deploy, send, or otherwise make available (“Transmit”) any text, graphics, images, music, software, audio, video, code, files, programs, information or other materials (“Content”) that is unlawful, harmful, threatening, abusive, harassing, hateful, violent, pornographic, defamatory, libelous, invasive of another’s privacy, harmful to minors in any way, or otherwise offensive
- Transmit any Content that advertises any illegal service or the sale of any items which are prohibited by the laws of your state of location, or any other jurisdiction of your location
- Access the Pakaloh Platform using unauthorized means, unauthorized applications, or an unauthorized device; or Transmit any Content that attempts to gain unauthorized access to Pakaloh’s computer systems, networks, servers, software, hardware, telecommunications equipment, or any other internal or external Pakaloh infrastructure (the “Pakaloh Network”)
- Interfere with, disrupt, diminish the quality or performance of, or impair the functionality of the Pakaloh Platform or the Pakaloh Network, or Transmit any Content designed to do the same
- Surreptitiously intercept or expropriate any system, data, personal information, or any portion of the Pakaloh Network or the Pakaloh Platform
- Use the Pakaloh Platform in any way that infringes Pakaloh’s or a third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy
- Modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Pakaloh Platform or the Pakaloh Network
- Rent lease, lend, sell, redistribute, license or sublicense the Pakaloh Platform or access to any portion of the Pakaloh Platform
- Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, crawl, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Pakaloh Platform or its contents
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Pakaloh Platform
- “Frame” or “mirror” any part of the Pakaloh Platform without Pakaloh’s prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose
- Use the Pakaloh Platform to design or develop a competitive or substantially similar product or service
- Use the Pakaloh Platform to copy or extract any features, functionality, or Content
- Link directly or indirectly to any other websites
- Transfer or sell your Account, password, username, or identification to any other party
- Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation
LICENSING AND INTELLECTUAL PROPERTY
Limited License Granted by Pakaloh
Subject to your compliance with the terms and conditions of this Agreement, Pakaloh hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Pakaloh Platform only as permitted by its functionality. This license permits you to download and install a copy of the Application on a mobile device or computer that you own or control and to run such copy of the Application solely for your own personal, non-commercial use. Pakaloh may terminate this license at any time for any reason or no reason.
You will not use, copy, adapt, modify, prepare derivative works based upon, reverse engineer, decompile, disassemble, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Pakaloh Platform, Content, or Confidential Information, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Pakaloh or its licensors, except for the licenses and rights expressly granted in this Agreement.
Furthermore, with respect to any form of the Application accessed through or downloaded from the Apple App Store, Android Market, Google Play Store, Amazon App Store, BlackBerry App World, Samsung Apps Store, Nokia OVI store, Windows marketplace for Mobile, or any online marketplace, you will use that version of the Application as permitted by any “Usage Rules” set forth in the respective third-party terms of service or use applicable to such version of the Application. Pakaloh disclaims any and all responsibility or liability arising from such agreements between you and such third parties. Pakaloh reserves all rights in and to the Pakaloh Platform not expressly granted to you under this Agreement.
License Granted by User
The Pakaloh Platform may allow you to post or submit feedback, comments, questions, and other content or information that a User submits, posts, uploads, or otherwise makes available on or through the Pakaloh Platform (“User Content”). You are solely responsible for, and the sole owner of the User Content that you upload, publish, display, link to, or otherwise make available on the Pakaloh Platform, and agree Pakaloh is acting only as an interactive computer service for your publication of such User Content.
By making available any User Content, you hereby grant Pakaloh a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free right and license, with the right to sublicense through multiple tiers, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, distribute, broadcast and otherwise exploit such User Content in any media or format, or to prepare derivative works or incorporate into other works such User Content in any media or format.
Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any User Content. You acknowledge and agree that you do not acquire any rights to any research or commercial products that may be developed by Pakaloh or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through or to the Pakaloh Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available or you have all rights, licenses, consents and releases that are necessary to grant Pakaloh the above license to such User Content; and (ii) neither the User Content itself, you making it available, or Pakaloh’s use of the User Content will infringe, misappropriate or violate any third party rights, including, without limitation, any patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Pakaloh reserves the right, but is not obligated, to review, monitor, reject or remove any User Content, at Pakaloh’s sole discretion at any time and for any reason, without notice to you.
Intellectual Property Ownership
Pakaloh (and its licensors where applicable) owns all intellectual property rights in and related to the Pakaloh Platform absolutely and in their entirety. You acknowledge that any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Pakaloh Platform are non-confidential and shall become the sole property of Pakaloh. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Pakaloh Platform, or any intellectual property rights owned by Pakaloh. Any trademarks, logos, service marks, company or product names displayed through the Pakaloh Platform are trademarks of Pakaloh or third parties, and no right or license is granted to use them.
Other than as specifically permitted by Pakaloh, you are not permitted to use or reference in any manner Pakaloh’s or any of their licensors’ company names, logos, product and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “Pakaloh Marks and Names”) for any commercial purposes.
You agree that you will not: (i) try to register or otherwise use and/or claim ownership in any of the Pakaloh Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services; (ii) take any other action that would jeopardize or impair Pakaloh’s rights as owner of the Pakaloh Marks and Names or the legality and/or enforceability of the Pakaloh Marks and Names, including, challenging or opposing Pakaloh’s ownership in the Pakaloh Marks and Names; or (iii) use the Pakaloh Marks or Names on or in connection with any product, service, or activity that is in violation of any law, statute, government regulation or standard. Violation of this license may result in immediate termination of your license, at the sole discretion of Pakaloh.
Agreement to Arbitrate
YOU AND PAKALOH MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY CLAIM OR DISPUTE AGAINST EACH OTHER ON AN INDIVIDUAL BASIS IN ARBITRATION. This will prohibit you from bringing any class, collective, or consolidated action against Pakaloh, and will also prohibit you from participating in or recovering relief under any current or future such actions brought against Pakaloh by someone else. Arbitration is more informal than a lawsuit in court: there is no judge or jury in arbitration; discovery in arbitration may be more limited than discovery in litigation; and court review of an arbitration award is limited. This agreement to arbitrate (“Arbitration Agreement”) also applies to claims between you and Pakaloh’s Third-Party Providers, and such Third-Party Providers will be considered intended third party beneficiaries of this Arbitration Agreement.
You and Pakaloh agree that any dispute, claim, or controversy, whether based on past, present or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof); the Pakaloh Platform; Content currently or previously available on or through the Pakaloh Platform; your relationship with Pakaloh; your User Data; the threatened or actual suspension, deactivation, or termination of your Account or this Agreement; payments made by you or any payments made or allegedly owed to you; any Promotions, referral benefits, or other offers; and any other federal and state statutory and common law claims (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. All disputes concerning the arbitrability of a Dispute (including disputes about the scope, applicability, enforceability, legality, revocability, or validity of the Arbitration Agreement) will be decided by the arbitrator, except as expressly provided herein.
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOU AND PAKALOH ARE EACH WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ANY AND ALL DISPUTES, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT.
Prohibition of Class Actions and Non-Individualized Relief
You acknowledge and agree that you and Pakaloh are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class, collective, or consolidated proceeding. Further, unless both you and Pakaloh otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class, collective, consolidated or representative proceeding.
Arbitration Rules And Governing Law
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879 or any subsequent applicable telephone number. The Federal Arbitration Act (“FAA”) will govern the interpretation and enforcement of this Arbitration Agreement. It is your and Pakaloh’s intent that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue will be resolved under the laws of the State of California. This Agreement governs to the extent it conflicts with the AAA Rules or FAA.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration and a separate form for California residents at adr.org. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Pakaloh otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Pakaloh submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision will be severed from this Arbitration Agreement, (2) severance of the unenforceable or unlawful provision will have no impact on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis, and (3) to the extent that any Disputes must therefore proceed on a class, collective, consolidated or representative basis, such Disputes must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. In any case in which the Dispute proceeds on a class, collective, consolidated or representative basis and there is also a final judicial determination that this Arbitration Agreement is unenforceable as to a portion (but not all) of such Dispute, then such portion of the Dispute will be severed from any remaining claims and the remainder will be enforced in arbitration on an individual basis as to all other Disputes to the fullest extent possible. Except as otherwise provided herein, this “Arbitration Agreement” section will survive any termination of this Agreement.
Notwithstanding the provisions of the modification-related provisions above, if Pakaloh changes this Arbitration Agreement after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us a notice to firstname.lastname@example.org with “Legal” in the subject line within 30 days of the date such change became effective, as indicated above or in the date of Pakaloh’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Pakaloh in accordance with the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement). If you do not opt out by the deadline, you are agreeing to the arbitration process as set forth in the new Agreement.
By entering into this Agreement and using the Pakaloh Platform, you agree to defend, indemnify and hold Pakaloh, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) your violation or breach of any term of this Agreement, the Pakaloh Terms, or any applicable law or regulation, whether or not referenced herein; (ii) your violation of any rights of any third party, including Third-Party Providers; (iii) your use or misuse of the Pakaloh Platform or Products available therein.
Disclaimer of Warranties
PAKALOH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PAKALOH PLATFORM. PAKALOH DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE PAKALOH PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE PAKALOH PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS IN THE Pakaloh PLATFORM WILL BE CORRECTED, OR (E) THE PAKALOH NETWORK OR OTHER ASPECTS OF THE PAKALOH PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PAKALOH PLATFORM IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PAKALOH. PAKALOH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE PAKALOH PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PAKALOH PLATFORM, AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
BY USING THE PAKALOH PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE PAKALOH PLATFORM.
The Pakaloh Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Pakaloh does not guarantee the availability or uptime of the Pakaloh Platform. You acknowledge and agree that the Pakaloh Platform may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Neither Pakaloh nor Third-Party Providers are responsible for any delays, failures, or other damages, liabilities, or losses resulting from such problems.
Limitation of Liability
IN NO EVENT SHALL PAKALOH, INCLUDING ITS LICENSORS, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “PAKALOH” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). PAKALOH SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE, OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE PAKALOH PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PAKALOH PLATFORM, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER, RETAILER, BRAND, SPONSOR, OR OTHER THIRD-PARTY PROVIDER WHOSE ADVERTISING APPEARS ON THE PAKALOH PLATFORM OR IS REFERRED THROUGH THE PAKALOH PLATFORM, EVEN IF PAKALOH HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PAKALOH MAY INTRODUCE YOU TO RETAILERS, BRANDS OR OTHER THIRD-PARTY PROVIDERS. PAKALOH WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY RETAILER, BRAND, OR OTHER THIRD-PARTY PROVIDER AND YOU EXPRESSLY WAIVE AND RELEASE PAKALOH FROM ANY AND ALL ANY LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO SUCH THIRD PARTIES. YOU ACKNOWLEDGE THAT USERS OF THE PAKALOH PLATFORM MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. PAKALOH WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND ANY THIRD PARTIES. PAKALOH CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND A THIRD PARTY, INCLUDING THIRD-PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE PAKALOH PLATFORM (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Pakaloh may give notice by means of a general notice on the Pakaloh Platform, email, telephone, text message or by written communication sent by first class mail or pre-paid post to your address on record in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Pakaloh (such notice shall be deemed given when received by Pakaloh) at any time by sending an email to: email@example.com. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.
This Agreement may not be assigned by you without the prior written approval of Pakaloh but may be assigned without your consent by Pakaloh to: (i) a parent or subsidiary; (ii) an acquirer of assets; (iii) a successor by merger; or (iv) any third party that assumes Pakaloh’s rights and obligations under this Agreement. Any purported assignment in violation of this section shall be void.
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Pakaloh Platform nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Pakaloh Platform, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Term for Cause of Action
You and Pakaloh agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Pakaloh Platform or the Pakaloh Terms must be filed within one (1) year after such claim or cause of action arose. Otherwise such claim or cause of action is permanently barred.
No joint venture, partnership, employment, or agency relationship exists between you, Pakaloh, or any third party as a result of this Agreement or use of the Pakaloh Platform. If any provision of the Agreement is held to be invalid or unenforceable, you and Pakaloh agree that such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Pakaloh to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Pakaloh in writing.
This Agreement (including the Pakaloh Terms) constitutes the entire agreement between you and Pakaloh and governs your use of the Pakaloh Platform, superseding any prior agreements between you and Pakaloh. This Agreement and the relationship between you and Pakaloh shall be governed by the laws of the State of California without regard to its conflict of law provisions. In the event that either you or Pakaloh commence a court action, any such action shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and you and Pakaloh both submit to personal jurisdiction there. The section titles or headings in this Agreement are for convenience only and have no legal or contractual effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.