Terms and Conditions

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TERMS AND CONDITIONS

Last updated February 07, 2022

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you,

whether personally or on behalf of an entity (“you”) and Little Women Quilt Shop, LLC

("Company", “we”, “us”, or “our”), concerning your access to and use of

the http://www.littlewomenquiltshop.com website as well as any other media form,

media channel, mobile website or mobile application related, linked, or otherwise

connected thereto (collectively, the “Site”). We are registered in Tennessee, United

States and have our registered office at 1085 Martha Glass Drive, Jefferson City , TN

37760. The Site provides an online marketplace for the following goods, products,

and/or services: Fabric, notions, and instructional classes (the “Marketplace

Offerings”). In order to help make the Site a secure environment for the purchase and

sale of Marketplace Offerings, all users are required to accept and comply with these

Terms of Use. You agree that by accessing the Site and/or the Marketplace Offerings,

you have read, understood, and agree to be bound by all of these Terms of Use. IF

YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE

EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR THE

MARKETPLACE OFFERINGS AND YOU MUST DISCONTINUE USE

IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site

from time to time are hereby expressly incorporated herein by reference. We reserve

the right, in our sole discretion, to make changes or modifications to these Terms of

Use from time to time. We will alert you about any changes by updating the “Last

updated” date of these Terms of Use, and you waive any right to receive specific

notice of each such change. Please ensure that you check the applicable Terms

every time you use our Site so that you understand which Terms apply. You will be

subject to, and will be deemed to have been made aware of and to have accepted,

the changes in any revised Terms of Use by your continued use of the Site after the

date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any

person or entity in any jurisdiction or country where such distribution or use would be

contrary to law or regulation or which would subject us to any registration

requirement within such jurisdiction or country. Accordingly, those persons who

choose to access the Site from other locations do so on their own initiative and are

solely responsible for compliance with local laws, if and to the extent local laws are

applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance

Portability and Accountability Act (HIPAA), Federal Information Security Management

Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may

not use this Site. You may not use the Site in a way that would violate the Gramm-

Leach-Bliley Act (GLBA)

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The Site is intended for users who are at least 18 years old. Persons under the age

of 18 are not permitted to use or register for the Site or use the Marketplace

Offerings.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site and the Marketplace Offerings are our

proprietary property and all source code, databases, functionality, software, website

designs, audio, video, text, photographs, and graphics on the Site (collectively, the

“Content”) and the trademarks, service marks, and logos contained therein (the

“Marks”) are owned or controlled by us or licensed to us, and are protected by

copyright and trademark laws and various other intellectual property rights and unfair

competition laws of the United States, international copyright laws, and international

conventions. The Content and the Marks are provided on the Site “AS IS” for your

information and personal use only. Except as expressly provided in these Terms of

Use, no part of the Site or the Marketplace Offerings and no Content or Marks may

be copied, reproduced, aggregated, republished, uploaded, posted, publicly

displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise

exploited for any commercial purpose whatsoever, without our express prior written

permission.

Provided that you are eligible to use the Site, you are granted a limited license to

access and use the Site and to download or print a copy of any portion of the Content

to which you have properly gained access solely for your personal, non-commercial

use. We reserve all rights not expressly granted to you in and to the Site, the Content

and the Marks.

USER REPRESENTATIONS

By using the Site or the Marketplace Offerings, you represent and warrant that:(1) all

registration information you submit will be true, accurate, current, and complete; (2)

you will maintain the accuracy of such information and promptly update such

registration information as necessary; (3) you have the legal capacity and you agree

to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which

you reside; (5) you will not access the Site or the Marketplace Offerings through

automated or non-human means, whether through a bot, script or otherwise; (6) you

will not use the Site for any illegal or unauthorized purpose; and (7) your use of the

Site or the Marketplace Offerings will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete,

we have the right to suspend or terminate your account and refuse any and all

current or future use of the Site (or any portion thereof).

You may not use the Site or the Marketplace Offerings for any illegal or unauthorized

purpose nor may you, in the use of Marketplace Offerings, violate any laws. Among

unauthorized Marketplace Offerings are the following: intoxicants of any sort; illegal

drugs or other illegal products; alcoholic beverages; games of chance; and

pornography or graphic adult content, images, or other adult products. Postings of

any unauthorized products or content may result in immediate termination of your

account and a lifetime ban from use of the Site.

We are a service provider and make no representations as to the safety,

effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of

any of the information contained on the Site or the Marketplace Offerings displayed

or offered through the Site. You understand and agree that the content of the Site

does not contain or constitute representations to be reasonably relied upon, and you

agree to hold us harmless from any errors, omissions, or misrepresentations

contained within the Site’s content. We do not endorse or recommend any

Marketplace Offerings and the Site is provided for informational and advertising

purposes only.

USER REGISTRATION

You may be required to register with the Site in order to access the Marketplace

Offerings. You agree to keep your password confidential and will be responsible for

all use of your account and password. We reserve the right to remove, reclaim, or

change a username you select if we determine, in our sole discretion, that such

username is inappropriate, obscene, or otherwise objectionable.

MARKETPLACE OFFERINGS

We make every effort to display as accurately as possible the colors, features,

specifications, and details of the Marketplace Offerings available on the Site.

However, we do not guarantee that the colors, features, specifications, and details of

the Marketplace Offerings will be accurate, complete, reliable, current, or free of other

errors, and your electronic display may not accurately reflect the actual colors and

details of the products. All Marketplace Offerings are subject to availability, and we

cannot guarantee that Marketplace Offerings will be in stock. Certain Marketplace

Offerings may be available exclusively online through the Site. Such Marketplace

Offerings may have limited quantities and are subject to return or exchange only

according to our Return Policy.

We reserve the right to limit the quantities of the Marketplace Offerings offered or

available on the Site. All descriptions or pricing of the Marketplace Offerings are

subject to change at any time without notice, at our sole discretion. We reserve the

right to discontinue any Marketplace Offerings at any time for any reason. We do not

warrant that the quality of any of the Marketplace Offerings purchased by you will

meet your expectations or that any errors in the Site will be corrected.

PURCHASES AND PAYMENT

We accept the following forms of payment:

- Visa

- Mastercard

- American Express

- Discover

- PayPal

You agree to provide current, complete, and accurate purchase and account

information for all purchases of the Marketplace Offerings made via the Site. You

further agree to promptly update account and payment information, including email

address, payment method, and payment card expiration date, so that we can

complete your transactions and contact you as needed. Sales tax will be added to

the price of purchases as deemed required by us. We may change prices at any

time. All payments shall be in U.S. dollars.

You agree to pay all charges at the prices then in effect for your purchases and any

applicable shipping fees, and you authorize us to charge your chosen payment

provider for any such amounts upon placing your order. We reserve the right to

correct any errors or mistakes in pricing, even if we have already requested or

received payment.

We reserve the right to refuse any order placed through the Site. We may, in our sole

discretion, limit or cancel quantities purchased per person, per household, or per

order. These restrictions may include orders placed by or under the same customer

account, the same payment method, and/or orders that use the same billing or

shipping address. We reserve the right to limit or prohibit orders that, in our sole

judgment, appear to be placed by dealers, resellers, or distributors.

RETURN/REFUNDS POLICY

All sales are final and no refund will be issued.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we

make the Site available. The Site may not be used in connection with any

commercial endeavors except those that are specifically endorsed or approved by

us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile,

directly or indirectly, a collection, compilation, database, or directory without

written permission from us.

2. Trick, defraud, or mislead us and other users, especially in any attempt to learn

sensitive account information such as user passwords.

3. Circumvent, disable, or otherwise interfere with security-related features of the

Site, including features that prevent or restrict the use or copying of any Content

or enforce limitations on the use of the Site and/or the Content contained therein.

4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

5. Use any information obtained from the Site in order to harass, abuse, or harm

another person.

6. Make improper use of our support services or submit false reports of abuse or

misconduct.

7. Use the Site in a manner inconsistent with any applicable laws or regulations.

8. Engage in unauthorized framing of or linking to the Site.

9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses,

or other material, including excessive use of capital letters and spamming

(continuous posting of repetitive text), that interferes with any party’s uninterrupted

use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes

with the use, features, functions, operation, or maintenance of the Marketplace

Offerings.

10. Engage in any automated use of the system, such as using scripts to send

comments or messages, or using any data mining, robots, or similar data

gathering and extraction tools.

11. Delete the copyright or other proprietary rights notice from any Content.

12. Attempt to impersonate another user or person or use the username of

another user.

13. Upload or transmit (or attempt to upload or to transmit) any material that acts

as a passive or active information collection or transmission mechanism, including

without limitation, clear graphics interchange formats (“gifs”), 1Å~1 pixels, web

bugs, cookies, or other similar devices (sometimes referred to as “spyware” or

“passive collection mechanisms” or “pcms”).

14. Interfere with, disrupt, or create an undue burden on the Site or the networks

or services connected to the Site.

15. Harass, annoy, intimidate, or threaten any of our employees or agents

engaged in providing any portion of the Marketplace Offerings to you.

16. Attempt to bypass any measures of the Site designed to prevent or restrict

access to the Site, or any portion of the Site.

17. Copy or adapt the Site’s software, including but not limited to Flash, PHP,

HTML, JavaScript, or other code.

18. Except as permitted by applicable law, decipher, decompile, disassemble, or

reverse engineer any of the software comprising or in any way making up a part of

the Site.

19. Except as may be the result of standard search engine or Internet browser

usage, use, launch, develop, or distribute any automated system, including

without limitation, any spider, robot, cheat utility, scraper, or offline reader that

accesses the Site, or using or launching any unauthorized script or other software.

20. Use a buying agent or purchasing agent to make purchases on the Site.

21. Make any unauthorized use of the Marketplace Offerings, including collecting

usernames and/or email addresses of users by electronic or other means for the

purpose of sending unsolicited email, or creating user accounts by automated

means or under false pretenses.

22. Use the Marketplace Offerings as part of any effort to compete with us or

otherwise use the Site and/or the Content for any revenue-generating endeavor or

commercial enterprise.

23. Use the Site to advertise or offer to sell goods and services.

24. Sell or otherwise transfer your profile.

USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the

opportunity to create, submit, post, display, transmit, perform, publish, distribute, or

broadcast content and materials to us or on the Site, including but not limited to text,

writings, video, audio, photographs, graphics, comments, suggestions, or personal

information or other material (collectively, "Contributions"). Contributions may be

viewable by other users of the Site and through third-party websites. As such, any

Contributions you transmit may be treated in accordance with the Site Privacy Policy.

When you create or make available any Contributions, you thereby represent and

warrant that:

1. The creation, distribution, transmission, public display, or performance, and the

accessing, downloading, or copying of your Contributions do not and will not

infringe the proprietary rights, including but not limited to the copyright, patent,

trademark, trade secret, or moral rights of any third party.

2. You are the creator and owner of or have the necessary licenses, rights,

consents, releases, and permissions to use and to authorize us, the Site, and

other users of the Site to use your Contributions in any manner contemplated by

the Site and these Terms of Use.

3. You have the written consent, release, and/or permission of each and every

identifiable individual person in your Contributions to use the name or likeness of

each and every such identifiable individual person to enable inclusion and use of

your Contributions in any manner contemplated by the Site and these Terms of

Use.

4. Your Contributions are not false, inaccurate, or misleading.

5. Your Contributions are not unsolicited or unauthorized advertising, promotional

materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of

solicitation.

6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,

libelous, slanderous, or otherwise objectionable (as determined by us).

7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse

anyone.

8. Your Contributions are not used to harass or threaten (in the legal sense of

those terms) any other person and to promote violence against a specific person

or class of people.

9. Your Contributions do not violate any applicable law, regulation, or rule.

10. Your Contributions do not violate the privacy or publicity rights of any third

party.

11. Your Contributions do not violate any applicable law concerning child

pornography, or otherwise intended to protect the health or well-being of minors.

12. Your Contributions do not include any offensive comments that are connected

to race, national origin, gender, sexual preference, or physical handicap.

13. Your Contributions do not otherwise violate, or link to material that violates,

any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site or the Marketplace Offerings in violation of the foregoing violates

these Terms of Use and may result in, among other things, termination or suspension

of your rights to use the Site and the Marketplace Offerings.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information

and personal data that you provide following the terms of the Privacy Policy and your

choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we

can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of

Consent Management

Policies

Privacy Policy

Cookie Policy

Terms and Conditions

Return Policy

Disclaimer

Shipping Policy

http://Www.littlewomenquiltshop.com

all of your Contributions and any intellectual property rights or other proprietary rights

associated with your Contributions. We are not liable for any statements or

representations in your Contributions provided by you in any area on the Site. You

are solely responsible for your Contributions to the Site and you expressly agree to

exonerate us from any and all responsibility and to refrain from any legal action

against us regarding your Contributions.

MOBILE APPLICATION LICENSE

Use License

If you access the Marketplace Offerings via a mobile application, then we grant you a

revocable, non-exclusive, non-transferable, limited right to install and use the mobile

application on wireless electronic devices owned or controlled by you, and to access

and use the mobile application on such devices strictly in accordance with the terms

and conditions of this mobile application license contained in these Terms of Use.

You shall not: (1) except as permitted by applicable law, decompile, reverse engineer,

disassemble, attempt to derive the source code of, or decrypt the application; (2)

make any modification, adaptation, improvement, enhancement, translation, or

derivative work from the application; (3) violate any applicable laws, rules, or

regulations in connection with your access or use of the application; (4) remove, alter,

or obscure any proprietary notice (including any notice of copyright or trademark)

posted by us or the licensors of the application; (5) use the application for any

revenue generating endeavor, commercial enterprise, or other purpose for which it is

not designed or intended; (6) make the application available over a network or other

environment permitting access or use by multiple devices or users at the same time;

(7) use the application for creating a product, service, or software that is, directly or

indirectly, competitive with or in any way a substitute for the application; (8) use the

application to send automated queries to any website or to send any unsolicited

commercial e-mail; or (9) use any proprietary information or any of our interfaces or

our other intellectual property in the design, development, manufacture, licensing, or

distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the

Apple Store or Google Play (each an “App Distributor”) to access the Marketplace

Offerings: (1) the license granted to you for our mobile application is limited to a nontransferable

license to use the application on a device that utilizes the Apple iOS or

Android operating systems, as applicable, and in accordance with the usage rules set

forth in the applicable App Distributor’s terms of service; (2) we are responsible for

providing any maintenance and support services with respect to the mobile

application as specified in the terms and conditions of this mobile application license

contained in these Terms of Use or as otherwise required under applicable law, and

you acknowledge that each App Distributor has no obligation whatsoever to furnish

any maintenance and support services with respect to the mobile application; (3) in

the event of any failure of the mobile application to conform to any applicable

warranty, you may notify the applicable App Distributor, and the App Distributor, in

accordance with its terms and policies, may refund the purchase price, if any, paid for

the mobile application, and to the maximum extent permitted by applicable law, the

App Distributor will have no other warranty obligation whatsoever with respect to the

mobile application; (4) 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; (5) you must comply

with applicable third-party terms of agreement when using the mobile application,

e.g., if you have a VoIP application, then you must not be in violation of their wireless

data service agreement when using the mobile application; and (6) you acknowledge

and agree that the App Distributors are third-party beneficiaries of the terms and

conditions in this mobile application license contained in these Terms of Use, and

that each App Distributor will have the right (and will be deemed to have accepted

the right) to enforce the terms and conditions in this mobile application license

contained in these Terms of Use against you as a third-party beneficiary thereof.

Settings

SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts

you have with third-party service providers (each such account, a “Third-Party

Account”) by either: (1) providing your Third-Party Account login information through

the Site; or (2) allowing us to access your Third-Party Account, as is permitted under

the applicable terms and conditions that govern your use of each Third-Party

Account. You represent and warrant that you are entitled to disclose your Third-Party

Account login information to us and/or grant us access to your Third-Party Account,

without breach by you of any of the terms and conditions that govern your use of the

applicable Third-Party Account, and without obligating us to pay any fees or making

us subject to any usage limitations imposed by the third-party service provider of the

Third-Party Account. By granting us access to any Third-Party Accounts, you

understand that (1) we may access, make available, and store (if applicable) any

content that you have provided to and stored in your Third-Party Account (the “Social

Network Content”) so that it is available on and through the Site via your account,

including without limitation any friend lists and (2) we may submit to and receive from

your Third-Party Account additional information to the extent you are notified when

you link your account with the Third-Party Account. Depending on the Third-Party

Accounts you choose and subject to the privacy settings that you have set in such

Third-Party Accounts, personally identifiable information that you post to your Third-

Party Accounts may be available on and through your account on the Site. Please

note that if a Third-Party Account or associated service becomes unavailable or our

access to such Third-Party Account is terminated by the third-party service provider,

then Social Network Content may no longer be available on and through the Site.

You will have the ability to disable the connection between your account on the Site

and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR

RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED

WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR

AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no

effort to review any Social Network Content for any purpose, including but not limited

to, for accuracy, legality, or non-infringement, and we are not responsible for any

Social Network Content. You acknowledge and agree that we may access your email

address book associated with a Third-Party Account and your contacts list stored on

your mobile device or tablet computer solely for purposes of identifying and informing

you of those contacts who have also registered to use the Site. You can deactivate

the connection between the Site and your Third-Party Account by contacting us using

the contact information below or through your account settings (if applicable). We will

attempt to delete any information stored on our servers that was obtained through

such Third-Party Account, except the username and profile picture that become

associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas,

feedback, or other information regarding the Site or the Marketplace Offerings

("Submissions") provided by you to us are non-confidential and shall become our

sole property. We shall own exclusive rights, including all intellectual property rights,

and shall be entitled to the unrestricted use and dissemination of these Submissions

for any lawful purpose, commercial or otherwise, without acknowledgment or

compensation to you. You hereby waive all moral rights to any such Submissions,

and you hereby warrant that any such Submissions are original with you or that you

have the right to submit such Submissions. You agree there shall be no recourse

against us for any alleged or actual infringement or misappropriation of any

proprietary right in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site or the Marketplace Offerings)

links to other websites ("Third-Party Websites") as well as articles, photographs, text,

graphics, pictures, designs, music, sound, video, information, applications, software,

and other content or items belonging to or originating from third parties ("Third-Party

Content"). Such Third-Party Websites and Third-Party Content are not investigated,

monitored, or checked for accuracy, appropriateness, or completeness by us, and we

are not responsible for any Third Party Websites accessed through the Site or any

Third-Party Content posted on, available through, or installed from the Site, including

the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other

policies of or contained in the Third-Party Websites or the Third-Party Content.

Inclusion of, linking to, or permitting the use or installation of any Third-Party

Websites or any Third-Party Content does not imply approval or endorsement thereof

by us. If you decide to leave the Site and access the Third-Party Websites or to use

or install any Third-Party Content, you do so at your own risk, and you should be

aware these Terms of Use no longer govern. You should review the applicable terms

and policies, including privacy and data gathering practices, of any website to which

you navigate from the Site or relating to any applications you use or install from the

Site. Any purchases you make through Third-Party Websites will be through other

websites and from other companies, and we take no responsibility whatsoever in

relation to such purchases which are exclusively between you and the applicable

third party. You agree and acknowledge that we do not endorse the products or

services offered on Third-Party Websites and you shall hold us harmless from any

harm caused by your purchase of such products or services. Additionally, you shall

hold us harmless from any losses sustained by you or harm caused to you relating to

or resulting in any way from any Third-Party Content or any contact with Third-Party

Websites.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of

these Terms of Use; (2) take appropriate legal action against anyone who, in our sole

discretion, violates the law or these Terms of Use, including without limitation,

reporting such user to law enforcement authorities; (3) in our sole discretion and

without limitation, refuse, restrict access to, limit the availability of, or disable (to the

extent technologically feasible) any of your Contributions or any portion thereof; (4) in

our sole discretion and without limitation, notice, or liability, to remove from the Site or

otherwise disable all files and content that are excessive in size or are in any way

burdensome to our systems; and (5) otherwise manage the Site in a manner

designed to protect our rights and property and to facilitate the proper functioning of

the Site and the Marketplace Offerings.

PRIVACY POLICY

We care about data privacy and security. By using the Site or the Marketplace

Offerings, you agree to be bound by our Privacy Policy posted on the Site, which is

incorporated into these Terms of Use. Please be advised the Site and the

Marketplace Offerings are hosted in the United States. If you access the Site or the

Marketplace Offerings from any other region of the world with laws or other

requirements governing personal data collection, use, or disclosure that differ from

applicable laws in the United States, then through your continued use of the Site, you

are transferring your data to the United States, and you agree to have your data

transferred to and processed in the United States.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE

RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE

OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE

MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP

ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON,

INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,

WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF

ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR

PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR

DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU

POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from

registering and creating a new account under your name, a fake or borrowed name,

or the name of any third party, even if you may be acting on behalf of the third party.

In addition to terminating or suspending your account, we reserve the right to take

appropriate legal action, including without limitation pursuing civil, criminal, and

injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any

time or for any reason at our sole discretion without notice. However, we have no

obligation to update any information on our Site. We also reserve the right to modify

or discontinue all or part of the Marketplace Offerings without notice at any time. We

will not be liable to you or any third party for any modification, price change,

suspension, or discontinuance of the Site or the Marketplace Offerings.

We cannot guarantee the Site and the Marketplace Offerings will be available at all

times. We may experience hardware, software, or other problems or need to perform

maintenance related to the Site, resulting in interruptions, delays, or errors. We

reserve the right to change, revise, update, suspend, discontinue, or otherwise

modify the Site or the Marketplace Offerings at any time or for any reason without

notice to you. You agree that we have no liability whatsoever for any loss, damage, or

inconvenience caused by your inability to access or use the Site or the Marketplace

Offerings during any downtime or discontinuance of the Site or the Marketplace

Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain

and support the Site or the Marketplace Offerings or to supply any corrections,

updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site and the Marketplace Offerings are

governed by and construed in accordance with the laws of the State of Tennessee

applicable to agreements made and to be entirely performed within the State of

Tennessee, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim

related to these Terms of Use (each "Dispute" and collectively, the "Disputes")

brought by either you or us (individually, a "Party" and collectively, the "Parties"), the

Parties agree to first attempt to negotiate any Dispute (except those Disputes

expressly provided below) informally for at least thirty (30) days before initiating

arbitration. Such informal negotiations commence upon written notice from one Party

to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the

Dispute (except those Disputes expressly excluded below) will be finally and

exclusively resolved through binding arbitration. YOU UNDERSTAND THAT

WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT

AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted

under the Commercial Arbitration Rules of the American Arbitration Association

("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer

Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA

website: www.adr.org. Your arbitration fees and your share of arbitrator compensation

shall be governed by the AAA Consumer Rules and, where appropriate, limited by

the AAA Consumer Rules. If such costs are determined by the arbitrator to be

excessive, we will pay all arbitration fees and expenses. The arbitration may be

conducted in person, through the submission of documents, by phone, or online. The

arbitrator will make a decision in writing, but need not provide a statement of reasons

unless requested by either Party. The arbitrator must follow applicable law, and any

award may be challenged if the arbitrator fails to do so. Except where otherwise

required by the applicable AAA rules or applicable law, the arbitration will take place

in Jefferson County, Tennessee. Except as otherwise provided herein, the Parties

may litigate in court to compel arbitration, stay proceedings pending arbitration, or to

confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall

be commenced or prosecuted in the state and federal courts located in Jefferson

County, Tennessee, and the Parties hereby consent to, and waive all defenses of

lack of personal jurisdiction, and forum non conveniens with respect to venue and

jurisdiction in such state and federal courts. Application of the United Nations

Convention on Contracts for the International Sale of Goods and the Uniform

Computer Information Transaction Act (UCITA) is excluded from these Terms of Use.

If this provision is found to be illegal or unenforceable, then neither Party will elect to

arbitrate any Dispute falling within that portion of this provision found to be illegal or

unenforceable, and such Dispute shall be decided by a court of competent

jurisdiction within the courts listed for jurisdiction above, and the Parties agree to

submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the

Parties individually. To the full extent permitted by law, (a) no arbitration shall be

joined with any other proceeding; (b) there is no right or authority for any Dispute to

be arbitrated on a class-action basis or to utilize class action procedures; and (c)

there is no right or authority for any Dispute to be brought in a purported

representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions

concerning informal negotiations and binding arbitration: (a) any Disputes seeking to

enforce or protect, or concerning the validity of, any of the intellectual property rights

of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,

invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this

provision is found to be illegal or unenforceable, then neither Party will elect to

arbitrate any Dispute falling within that portion of this provision found to be illegal or

unenforceable and such Dispute shall be decided by a court of competent jurisdiction

within the courts listed for jurisdiction above, and the Parties agree to submit to the

personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors,

inaccuracies, or omissions that may relate to the Marketplace Offerings, including

descriptions, pricing, availability, and various other information. We reserve the right

to correct any errors, inaccuracies, or omissions and to change or update the

information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE AND THE MARKETPLACE OFFERINGS ARE PROVIDED ON AN AS-IS

AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND

OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT

PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,

IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS AND

YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR

REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE

SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE

AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1)

ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,

RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY

UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR

ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION

STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF

TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS,

(5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE

TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6)

ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY

LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF

ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE

VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME

RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR

OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED

WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY

BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN

ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN

YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS

WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM

OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND

EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE

LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,

CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE

DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR

OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE

MARKETPLACE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE

CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE

WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT

ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY

YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF

ACTION ARISING OR $100.00 USD. CERTAIN US STATE LAWS AND

INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED

WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF

THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR

LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL

RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries,

affiliates, and all of our respective officers, agents, partners, and employees, from

and against any loss, damage, liability, claim, or demand, including reasonable

attorneys’ fees and expenses, made by any third party due to or arising out of: (1)

use of the Marketplace Offerings; (2) breach of these Terms of Use; (3) any breach of

your representations and warranties set forth in these Terms of Use; (4) your violation

of the rights of a third party, including but not limited to intellectual property rights; or

(5) any overt harmful act toward any other user of the Site or the Marketplace

Offerings with whom you connected via the Site. Notwithstanding the foregoing, we

reserve the right, at your expense, to assume the exclusive defense and control of

any matter for which you are required to indemnify us, and you agree to cooperate, at

your expense, with our defense of such claims. We will use reasonable efforts to

notify you of any such claim, action, or proceeding which is subject to this

indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of

managing the performance of the Marketplace Offerings, as well as data relating to

your use of the Marketplace Offerings. Although we perform regular routine backups

of data, you are solely responsible for all data that you transmit or that relates to any

activity you have undertaken using the Marketplace Offerings. You agree that we

shall have no liability to you for any loss or corruption of any such data, and you

hereby waive any right of action against us arising from any such loss or corruption of

such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND

SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic

communications. You consent to receive electronic communications, and you agree

that all agreements, notices, disclosures, and other communications we provide to

you electronically, via email and on the Site, satisfy any legal requirement that such

communication be in writing. YOU HEREBY AGREE TO THE USE OF

ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS,

AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF

TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You

hereby waive any rights or requirements under any statutes, regulations, rules,

ordinances, or other laws in any jurisdiction which require an original signature or

delivery or retention of non-electronic records, or to payments or the granting of

credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint

Assistance Unit of the Division of Consumer Services of the California Department of

Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento,

California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in

respect to the Marketplace Offerings constitute the entire agreement and

understanding between you and us. Our failure to exercise or enforce any right or

provision of these Terms of Use shall not operate as a waiver of such right or

provision. These Terms of Use operate to the fullest extent permissible by law. We

may assign any or all of our rights and obligations to others at any time. We shall not

be responsible or liable for any loss, damage, delay, or failure to act caused by any

cause beyond our reasonable control. If any provision or part of a provision of these

Terms of Use is determined to be unlawful, void, or unenforceable, that provision or

part of the provision is deemed severable from these Terms of Use and does not

affect the validity and enforceability of any remaining provisions. There is no joint

venture, partnership, employment or agency relationship created between you and

us as a result of these Terms of Use or use of the Marketplace Offerings. You agree

that these Terms of Use will not be construed against us by virtue of having drafted

them. You here