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Terms of Service

THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW OR IF YOU OPT-OUT. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS BELOW WHICH ALSO DESCRIBES YOUR RIGHT TO OPT-OUT.

 

This Terms of Service Agreement (“Terms”) governs your use of the Saris Inc, LLC (“SI”, “we,” “our”, or “us”) websites, branded pages on third party platforms (i.e., social networking services), mobile applications, and through our direct marketing campaigns or other online communications, as well as offline through our Member Services Team, events, physical retail locations, and mobile messaging services (collectively, “SI Services”), and your purchase of the Memberships and Products sold through the SI Services. By using the SI Services, you agree, without limitation or qualification, to be bound by these Terms and the SI Privacy Policy. If you do not agree, please do not use the SI Services.Yes set this up please

SI may revise these Terms at any time. Your continued usage of the SI Services will mean you accept those changes, and you agree to comply with all applicable laws and regulations. The materials provided on the SI Services are protected by law, including, but not limited to, United States copyright laws and international treaties.

The terms “you,” “your,” “user,” and “users,” as used herein, refer to all individuals and/or entities accessing the SI Services for any reason.

PLEASE NOTE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT HOW DISPUTES WITH VI ARE RESOLVED. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THE ARBITRATION PROVISION (SECTION 11). PLEASE READ IT CAREFULLY.

 

  1. ELIGIBILITY. You must be 18 years of age or older to visit or use the SI Services in any manner. By visiting the SI Services or accepting the Terms, you represent and warrant to the Company that you are 18 years of age or older, and that you have the right, authority, and capacity to agree to and abide by these Terms. You also represent and warrant to the Company that you will use the SI Services in a manner consistent with any and all applicable laws and regulations.

 

  1. USE OF THE SI SERVICES.

2.1 Use Restrictions.   The content on the SI Services, such as information, text, images, graphics, interfaces, photographs, illustrations, audio and video clips, trademarks, trade names, service marks, logos, information obtained from SI’s licensors, and any other materials displayed through the SI Services (collectively, the “Contents”) is protected by copyright under both United States and foreign laws. Title to the Contents remains with SI. Any use of the Contents not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. Except as stated herein, none of the Contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of SI or its licensors. 

SI reserves the right, in its sole discretion, to refuse, discontinue, block and/or terminate your use of, and access to, the SI Services, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.

2.2 User Submissions.   SI does not claim ownership of any information or material a user provides to SI or posts, uploads, inputs, submits, or transmits to the SI Services (“Submission”).  By making a Submission, you agree that such Submission is non-confidential, non-proprietary, and may be disseminated or used by SI . If you make a Submission, you automatically grant—or warrant that the owner of such content has expressly granted—SI a royalty-free, perpetual, irrevocable, worldwide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the Submission in any media or medium, or any form, format, or forum now known or hereafter developed. Notwithstanding the foregoing, SI is not required to use any Submission.

You are solely responsible for your Submission, the consequences of making a Submission, and your reliance on any Submissions. SI is not responsible for the consequences of any Submission. SI is not responsible for screening or monitoring Submissions made to this SI Services by users. If notified by a user of a Submission allegedly in violation of these Terms, SI may investigate the allegation and determine in good faith and its sole discretion whether to remove such Submission. SI will have no liability or responsibility to users for performance or nonperformance of such activities.

SI reserves the right (but is not obligated) to: (a) record the dialogue on the SI Services; (b) investigate an allegation that a Submission does not comply with these Terms and determine in its sole discretion to remove or request the removal of the Submission; (c) remove Submissions which are abusive, illegal, disruptive, or outdated, or that otherwise fail to comply with these Terms; (d) terminate a user’s access to any or all parts of the SI Services upon any breach of these Terms or the law; (e) monitor, edit, or disclose any Submission; (f) edit or delete any Submission posted on the SI Services, regardless of whether such Submission violates these Terms.

2.3 Your Account.      If you use the SI Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password. SI reserves the right to refuse service, terminate accounts or memberships, remove or edit content, or cancel orders or shipments in its sole discretion.

 

  1. TERMS OF SALE

3.1 Introduction.         SI sells and distributes various retail goods (the “Products”) to end-user customers who purchase a recurring membership plan (“Members”) to have the Products shipped regularly on a schedule for their own personal, non-commercial use (the “Membership”). You may not purchase Products or Memberships for further distribution or resale or for any other commercial or business purpose. The Membership and all rights and privileges conferred are personal and non-transferable.

3.2 Products and Product Pricing.      By checking this box you agree that you are opting into a membership and you’ll be charged $12.47 one time every month after 30 days, and will have access to free products every month from a variety of brands, just cover shipping. You can view the current available free products at https://zoesfreeshop.com/.

3.3 General Terms and Conditions for all Product Subscriptions.     You may change your auto-renewal preferences in your Super Savers account, but no refunds will be paid on any remaining subscription or upgrade plan period.  Subscription and upgrade plan pricing is subject to change.  New pricing takes effect upon renewal of your subscription or upgrade plan.  Educational subscription pricing, if available, is subject to verification of eligibility.

3.4 Processing Orders. If any problems arise with your order, or with the shipping address or Payment Method associated with your Membership, and SI is unable to resolve the problem, we may notify you via e-mail using the address associated with your Membership. It is important that you keep your information current with an accurate email address that you regularly check. If problems arise with your order that we cannot resolve, your order may be canceled and we may not be able to process future Restock Boxes until the problem has been resolved.

 

  1. MEMBERSHIP TERMS AND CANCELLATION POLICY

4.1 Recurring Membership; Automatic Renewal.      YOU ACKNOWLEDGE AND AGREE THAT EACH MEMBERSHIP AUTOMATICALLY RENEWS UNLESS YOU CANCEL IT OR WE SUSPEND OR TERMINATE IT IN ACCORDANCE WITH THESE TERMS.

SI will automatically renew your Membership and charge your Payment Method chosen by you and, as authorized by you by agreeing to the automatic renewal of your Membership during the Member sign-up process.

Your Payment Method will be charged at least one full business day prior to your next Product shipping date. 

To avoid being charged, you must cancel your Membership in accordance with Section 4.3. We will continue to bill your Payment Method on a recurring basis until you cancel.

4.2 Pausing and Resuming Membership; Shipping Frequency.         Members will be shipped Products based on the shipping frequency and/or shipping date chosen in their account.

For some Members, SI may offer the ability to temporarily pause their Memberships (“Pause Period”). During the Pause Period, Members will remain active members, but they will not receive any SI Products. A Member’s Membership may be placed on a Pause Period for either a one, two, or three month period. During the Pause Period, Members will remain a member of SI, continue to receive communications from SI via email, but will not be charged any maintenance or membership fee. Members who are in a Pause Period may resume receiving SI Products by logging into their account and resuming shipping either immediately or on their original bill date. You may email any questions about the Pause Period to us at support@zoesloft.com.

4.3 Membership Cancellation.           If you would like to cancel your subscription at any time please email us at support@zoesloft.com or call us at (800)-757-7908. Cancellation Requests submitted in this manner must be received at least one full business day prior to your next shipping date to avoid being charged. Cancellation requests received by ZI through other channels may take up to five (5) business days to process. If you have any problems, please email us at support@zoesloft.com.

 

  1. LIABILITY OF SI AND ITS LICENSORS AND PARTNERS. The use of the SI Services or the Contents is at your own risk. The Contents in the SI Services could include technical inaccuracies or typographical errors. SI may make changes or improvements at any time. 

THE CONTENTS IN THE SI SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SI DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIAL WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SI SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CPI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE CONTENTS IN THE CPI SERVICES IN RELATION TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT sI) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SI ASSUMES NO LIABILITY, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) DAMAGES FOR LOSS OF ANTICIPATED PROFITS OR REVENUE OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ARISING FROM ANY ACT OR OMISSION BY CPI, ITS AGENTS, AFFILIATES, JOINT VENTURE PARTNERS, INDEPENDENT CONTRACTORS, OR UNAFFILIATED THIRD PARTIES AS A RESULT OF ANY ACT OR OMISSION IN FULFILLMENT OF OR IN BREACH OF THESE TERMS OR THE PRIVACY POLICY.

 

  1. CONTACT WITH THIRD PARTIES AND THIRD PARTY WEBSITES. The SI Services may contain hyperlinks to other websites and webpages (“Third-Party Pages”), as well as to text, graphics, videos, images, music, sounds, and information belonging to or originating from other third-parties (collectively, “Third-Party Applications”).   The Company does not investigate, monitor, or review any Third-Party Pages or Third-Party Applications to ensure their accuracy, completeness, or appropriateness. The Company is not responsible for the Third-Party Pages or any Third-Party Applications accessed through the SI Services. You agree that SI shall have no liability with respect to any loss or damage of any kind incurred as a result of any dealings between you and any third party, or as a result of the presence of such third party on the SI Services.

The inclusion of any hyperlinks to any Third-Party Pages or Third-Party Applications on the SI Services does not indicate the Company’s approval or endorsement thereof. These links are provided solely as a convenience or benefit to users. Your interactions with a third party on the SI Services, or based on such third party’s participation or presence on the SI Services, are solely between you and the third party. SI makes no representations or warranties with respect to the content, ownership, or legality of any such linked third party website. If you choose to leave the SI Services to access any Third-Party Pages or Third-Party Applications, you do so at your own risk. 

 

  1. INDEMNITY. You agree to defend, indemnify, and hold SI, its affiliates, licensors, suppliers, and third-party service providers, and each of their respective directors, officers, employees, contractors, agents, successors, and assigns (collectively, the "Consumer Products Innovations Parties") harmless from and against any claims, actions, demands, liabilities, and settlements including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the SI Services or Contents, or your violation of these Terms. SI reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses.

 

  1. MODIFICATION OR SUSPENSION OF THE SI SERVICES. You agree that SI may, in its sole discretion and at any time, modify, discontinue, or suspend its operation of the SI Services, any part thereof or any Contents, temporarily or permanently, without notice or liability to you. SI shall have the right at all times to assign any of its rights or obligations under these Terms without your prior written consent.

 

  1. GENERAL. SI makes no claims that the Contents are appropriate or may be downloaded outside of the United States of America. Access to the Contents may not be legal by certain persons or in certain countries. If you access the SI Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. The following provisions survive the expiration or termination of these Terms for any reason whatsoever: Liability of SI and its Licensors and Partners, Use Restrictions, User Submissions, Submission of Ideas, Indemnity, Choice of Law, Arbitration and Class Action Waiver, and Complete Agreement.
  2. CHOICE OF LAW. These Terms are governed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America, without regard to its conflict of law provisions. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

  1.  – DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

    PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.

     

    YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

    General

    Arbitration is a manner of resolving a “Claim” without filing a lawsuit. “Claim” means any dispute between you, SARIS INC, or any involved third party relating to your account, your use of the Website, your relationship with  SARIS INC, these Terms, or the Privacy Policy. This includes any and all claims that relate in any way to your use or attempted use of the products, and any act or omission by  SARIS INC, or any third party related to your use or attempted use of the products. You,  SARIS INC, or any involved third party may pursue a Claim.  SARIS INC, agrees to final and binding confidential arbitration should it have any Claims against you. Likewise, you agree to final and binding confidential arbitration should you have any Claims against SARIS INC. By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any Claims to final and binding confidential arbitration. This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1-16, as amended.

    Exceptions

    Notwithstanding the foregoing, and as an exception to final and binding confidential arbitration, you and SARIS INC both retain the right to pursue, in small claims court, any claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis, including overdue account matters within the small claims court’s jurisdiction. SARIS INC will not demand arbitration in connection with any individual claim that you properly file and pursue in a small claims court, so long as the claim is and remains pending in that court. The following claims shall not be subject to final and binding arbitration and must be adjudicated only in the state or federal courts located in New York, New York: (i) any dispute, controversy, or claim relating to the infringement or validity of our proprietary rights, including without limitation, trademarks, service marks, trade dress, copyrights, trade secrets, or patents; or (ii) an action by SARIS INC for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or other provisional relief, against you for breach or threatened breach of this Agreement. You expressly agree to refrain from bringing or joining any claims that are excluded from final and binding arbitration pursuant to this subsection “b” in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration. Small claims matters may be filed in any small claims court with personal and subject matter jurisdiction over the parties. For all other matters excluded from final and binding arbitration by this subsection “b,” the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York, and forever waive any challenge to said courts’ jurisdiction and venue.


    Required Pre-Dispute Procedures

    We acknowledge and agree that before initiating any Claim against the other, we agree to first contact the other with a written description of the dispute, which shall include all relevant documents and information, and the proposed resolution. You may send the written description of any dispute you have with us by U.S. Mail to ADD CORPORATE ADDRESS. SARIS INC will contact you by letter at the billing address you provided to us or at the email address you provided to us. You agree to negotiate with SARIS INC or its designated representative in good faith about your problem or dispute. If for some reason the dispute is not resolved within 60 days after receipt of the written dispute, we agree to the dispute resolution provisions below.

    Commencing Arbitration

    You and SARIS INC agree to commence any arbitration proceeding within 1 year after the Claim arises (the 1 year period includes the required pre-dispute procedures set forth above) and that any arbitration proceeding commenced after 1 year shall be forever barred.

     

     

    Arbitration Location

    For your convenience, the arbitration may be conducted in the federal district where you reside. It may be held by telephone or through written submissions if both you and SARIS INC agree.

     

    Organization, Rules and the Arbitrator

    We each agree that any and all Claims other than those exempted under subsection “b” above shall be submitted to final and binding confidential arbitration before a single arbitrator of the American Arbitration Association (“AAA”). Either party may commence the arbitration process by submitting a written demand for arbitration with the AAA, and providing a copy to the other party, within the time period set forth in subsection “d” above. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures, Supplementary Procedures for Consumer-Related Disputes, in effect at the time of submission of the demand for arbitration.

    The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, and this arbitration provision. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or SARIS INC.

     

    Fees

    For your convenience, SARIS INC will pay all of the filing costs for the arbitration, including the fees charged by the arbitrator. The parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

     

    Governing Law and Award

    The arbitrator shall follow the substantive law of the State of New York without regard to its conflicts of laws principles and may order any relief if permitted by law. The arbitrator may award any form of individual relief, including permanent injunctions and punitive damages, so long as they are in accordance with applicable law and not otherwise excluded by these Terms. The arbitrator may award costs or fees to a prevailing party, but only if the law expressly allows it. Nothing herein shall be construed to limit the arbitrator’s ability to award remedies provided by applicable law. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the FAA. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

     

    Enforceability

    This provision survives termination of your account or relationship with SARIS INC, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

     

    Miscellaneous

    Failure or any delay in enforcing this arbitration provision in connection with any particular Claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other Claims except all Claims must be brought within the 1 year limitation period set forth above. This provision is the entire arbitration agreement between you and SARIS INC and shall not be modified except in writing by SARIS INC.

     

    Amendments

    SARIS INC reserves the right to amend this arbitration provision at any time. Your continued use of the Website, purchase of a product on or through the Website, or use or attempted use of a SARIS INC product, is affirmation of your consent to such changes. Should the changes to this arbitration provision be material, SARIS INC will provide you notice and an opportunity to opt-out. Your continued use of the Website, purchase of a product on or through the Website, or use or attempted use of a SARIS INC product, is affirmation of your consent to such material changes.

    YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION.

    Most customer concerns can be resolved quickly and to a customer’s satisfaction by writing to our customer service department at support@zoesloft.com. In the unlikely event that our customer service department is unable to resolve a complaint you may have to your satisfaction, the terms of this Section 11 govern dispute resolution between us.

    Applicable to the United States: Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, counts, claim, or cause of action) between you and the Company or the Company's employees, agents, successors, or assigns, shall exclusively be settled through binding and confidential arbitration, except that you or the Company may take claims to small claims court if the dispute qualifies for hearing by such a court. In addition, each party retains 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.

    There is no judge or jury in arbitration and arbitration procedures are simpler and more limited than rules applicable in court. YOU ACKNOWLEDGE AND AGREE THAT, APART FROM THE NARROW EXCEPTIONS ABOVE, YOU AND THE COMPANY ARE EACH WAIVING YOUR RIGHTS TO SUE IN COURT, INCLUDING RIGHTS TO RECEIVE A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

    Arbitration shall be subject to the U.S. Federal Arbitration Act and federal arbitration law, and shall be conducted by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”) and as modified by this agreement to arbitrate.   The JAMS Rules, including instructions for bringing arbitration, are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration. The Minimum Standards are available at https://www.jamsadr.com/consumer-minimum-standards/.

    You and the Company must abide by these rules: (a) the arbitration shall be conducted on an individual basis and not in a class, consolidated or representative action and the arbitrator shall not award class-wide relief; (b) the Company will pay its arbitration costs as required by JAMS rules, and in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, the Company will pay as much of your arbitration filing and hearing fees as the arbitrator deems is necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (c) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (d) each side pays his, her or its own attorneys' fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and litigation costs, and in such instance, the fees and costs awarded shall be determined by the applicable law.

    With the exception of subpart (a) in the paragraph above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in the paragraph above is found invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or U.S. federal court in Pennsylvania.

    Applicable to Canada: After any dispute arises, the parties involved in the dispute may agree to resolve the dispute using Arbitration. If the parties elect to use arbitration, disputes shall be referred to ADR Institute of Canada. For a copy of the procedure to file a Claim, or for other information about this organization, contact them as follows: www.adrcanada.ca.

  1. NOTICE AND TAKE DOWN PROCEDURES OR CLAIMS OF COPYRIGHT INFORMATION. If you believe any Submission accessible on or from the SI Services infringes your copyright, you should notify SI of your infringement claim in accordance with the procedures below:

- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work;

- Identification of the Submission that you believe to be infringing and its location. Please describe the Submission, and provide us with its URL or any other pertinent information that will allow us to locate the Submission;

- Your name, address, telephone number, and (if available) email address;

- A statement that you have a good faith belief that the complained of use of the work is not authorized by the copyright owner, its agent, or the law;

- A statement that the information you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or authorized representative; and

- A signature or the electronic equivalent from the copyright holder or authorized representative.

We will process each notice of alleged infringement that CPC receives and take appropriate action in accordance with applicable intellectual property laws. A notification of claimed copyright infringement should be emailed to CPC’s copyright agent at support@zoesloft.com (subject line: “DMCA Takedown Request”). You may also contact us by mail or facsimile at:

Attention: Copyright Agent               

Saris Inc, LLC

                                                           

                                                           

 

In an effort to protect the rights of copyright owners, SI maintains a policy for the termination, in appropriate circumstances, of users of the SI Services who are repeat infringers.

  1. SEVERABILITY. If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Failure of SI to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance.
  2. ASSIGNMENT OF RIGHTS. SI shall have the right at all times to assign any of its rights or obligations under the Terms without your prior written consent.
  3. COMPLETE AGREEMENT. Except as expressly provided in a particular notice or disclaimer posted by or on behalf of SI on the SI Services, these Terms of Service, including the Privacy Policy, constitute the entire agreement between you and SI with respect to the use of the SI Services and Contents.

  4. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

    PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.


    YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.


    General

    Arbitration is a manner of resolving a “Claim” without filing a lawsuit. “Claim” means any dispute between you, ADD CORPORATION, or any involved third party relating to your account, your use of the Website, your relationship with  ADD CORPORATION,, these Terms, or the Privacy Policy. This includes any and all claims that relate in any way to your use or attempted use of the products, and any act or omission by  ADD CORPORATION, or any third party related to your use or attempted use of the products. You,  ADD CORPORATION, or any involved third party may pursue a Claim.  ADD CORPORATION, agrees to final and binding confidential arbitration should it have any Claims against you. Likewise, you agree to final and binding confidential arbitration should you have any Claims against ADD CORPORATION. By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any Claims to final and binding confidential arbitration. This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1-16, as amended.


    Exceptions

    Notwithstanding the foregoing, and as an exception to final and binding confidential arbitration, you and ADD CORPORATION both retain the right to pursue, in small claims court, any claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis, including overdue account matters within the small claims court’s jurisdiction. ADD CORPORATION will not demand arbitration in connection with any individual claim that you properly file and pursue in a small claims court, so long as the claim is and remains pending in that court. The following claims shall not be subject to final and binding arbitration and must be adjudicated only in the state or federal courts located in New York, New York: (i) any dispute, controversy, or claim relating to the infringement or validity of our proprietary rights, including without limitation, trademarks, service marks, trade dress, copyrights, trade secrets, or patents; or (ii) an action by ADD CORPORATION for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or other provisional relief, against you for breach or threatened breach of this Agreement. You expressly agree to refrain from bringing or joining any claims that are excluded from final and binding arbitration pursuant to this subsection “b” in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration. Small claims matters may be filed in any small claims court with personal and subject matter jurisdiction over the parties. For all other matters excluded from final and binding arbitration by this subsection “b,” the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York, and forever waive any challenge to said courts’ jurisdiction and venue.


    Required Pre-Dispute Procedures

    We acknowledge and agree that before initiating any Claim against the other, we agree to first contact the other with a written description of the dispute, which shall include all relevant documents and information, and the proposed resolution. You may send the written description of any dispute you have with us by U.S. Mail to ADD CORPORATE ADDRESS. ADD CORPORATION will contact you by letter at the billing address you provided to us or at the email address you provided to us. You agree to negotiate with ADD CORPORATION or its designated representative in good faith about your problem or dispute. If for some reason the dispute is not resolved within 60 days after receipt of the written dispute, we agree to the dispute resolution provisions below.

    Commencing Arbitration

    You and ADD CORPORATION agree to commence any arbitration proceeding within 1 year after the Claim arises (the 1 year period includes the required pre-dispute procedures set forth above) and that any arbitration proceeding commenced after 1 year shall be forever barred.


    Arbitration Location

    For your convenience, the arbitration may be conducted in the federal district where you reside. It may be held by telephone or through written submissions if both you and ADD CORPORATION agree.


    Organization, Rules and the Arbitrator

    We each agree that any and all Claims other than those exempted under subsection “b” above shall be submitted to final and binding confidential arbitration before a single arbitrator of the American Arbitration Association (“AAA”). Either party may commence the arbitration process by submitting a written demand for arbitration with the AAA, and providing a copy to the other party, within the time period set forth in subsection “d” above. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures, Supplementary Procedures for Consumer-Related Disputes, in effect at the time of submission of the demand for arbitration.

    The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, and this arbitration provision. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or ADD CORPORATION.


    Fees

    For your convenience, ADD CORPORATION will pay all of the filing costs for the arbitration, including the fees charged by the arbitrator. The parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.


    Governing Law and Award

    The arbitrator shall follow the substantive law of the State of New York without regard to its conflicts of laws principles and may order any relief if permitted by law. The arbitrator may award any form of individual relief, including permanent injunctions and punitive damages, so long as they are in accordance with applicable law and not otherwise excluded by these Terms. The arbitrator may award costs or fees to a prevailing party, but only if the law expressly allows it. Nothing herein shall be construed to limit the arbitrator’s ability to award remedies provided by applicable law. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the FAA. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.


    Enforceability

    This provision survives termination of your account or relationship with ADD CORPORATION, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.


    Miscellaneous

    Failure or any delay in enforcing this arbitration provision in connection with any particular Claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other Claims except all Claims must be brought within the 1 year limitation period set forth above. This provision is the entire arbitration agreement between you and ADD CORPORATION and shall not be modified except in writing by ADD CORPORATION.


    Amendments

    ADD CORPORATION reserves the right to amend this arbitration provision at any time. Your continued use of the Website, purchase of a product on or through the Website, or use or attempted use of a ADD CORPORATION product, is affirmation of your consent to such changes. Should the changes to this arbitration provision be material, ADD CORPORATION will provide you notice and an opportunity to opt-out. Your continued use of the Website, purchase of a product on or through the Website, or use or attempted use of a ADD CORPORATION product, is affirmation of your consent to such material changes.

    YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION.


    You have THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN thirty (30) days from the date that you PURCHASE, USE, OR ATTEMPT TO USE A PRODUCT PURCHASED ON OR THROUGH THIS WEBSITE (WHICHEVER COMES FIRST) BY WRITING TO ADD CORPORATION AT ADD CORPORATE ADDRESS. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING ANY PRODUCT YOU PURCHASED, USED OR ATTEMPTED TO USE WITHIN THE 30 DAYS AND THE DATE YOU FIRST PURCHASED, USED OR ATTEMPTED TO USE THE PRODUCT. If more than thirty (30) days have passed, you are not eligible to opt out of THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.