Terms of Use

Welcome to the Grand Giraffe Site (defined below). By using it, you agree to the terms of use below. Please read them carefully. If you have any questions,  contact us here.

By entering your email, creating an account, logging into your account, or accepting notifications, you agree to receive personalized Giraffe deals periodically. You may unsubscribe at any time.

These Terms of Use were last updated on June 23, 2020.

ACCEPTANCE OF TERMS OF USE

Wiland, Inc. d/b/a Grand Giraffe (“we” or “us” or “our”) owns and operates the website, www.GrandGiraffe.com, the mobile and touch versions of that site, and any sites we have now or in the future that reference these terms of use (collectively, “Site”). By (a) using the Site and our services through the Site or (b) signing up for an account and/or (c) submitting information or completing a request on the Site, you agree to these terms of use and any additional terms applicable to certain programs in which you may elect to participate. You also agree to our Privacy Statement, incorporated herein by reference and located at  http://www. GrandGiraffe.com/privacy-policy/  (“Privacy Statement”), and acknowledge that you will regularly visit these terms of use to familiarize yourself with any updates. The Privacy Statement, together with these terms of use, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the “Terms.” The term “using” also includes any person or entity that accesses or uses the Site with crawlers, robots, data mining, or extraction tools or any other functionality.

If you do not agree to these Terms, immediately stop using the Site and do not use any of our services, participate in any program or request any offer or other service offered through the Site.

These Terms include a class action waiver and a waiver of jury trials and require binding arbitration on an individual basis to resolve disputes.

These Terms limit the remedies that may be available to you in the event of a dispute.

These Terms are organized as follows:

About the Site
Ownership of the Site
Use of the Site
Access to the Site
Changes to these Terms
Your Account
Code of Conduct
Your Privacy
Offer Terms
Copyright and Trademarks
User Content
Ideas and Feedback
Infringement Reporting and Digital Millennium Copyright Act (DMCA) Procedures
Disclaimer of Warranty
Limitation of Liability
Electronic Communications
Websites of Others
Indemnification
Force Majeure
Assignment
Entire Agreement
Choice of Law
Arbitration Agreement
Additional Disclosures

1. About the Site

The Site is a digital offers platform through which certain brands (“Brands”) make available discounts, incentives and other offers (“Offers”) to consumers. Brands are the issuers of the Offers and are solely responsible to you for the care, quality, and delivery of the goods and services provided.  We are not an agent of any Brand.  Offers, other available programs and services on the Site may change at any time in our sole discretion, without notice.

2. Ownership of the Site

The Site, any content on the Site, and the infrastructure used to provide the Site are proprietary to us, our affiliates, Brands, and other content providers. By using the Site and accepting these Terms: (a) we grant you a limited, personal, nontransferable, nonexclusive, revocable license to use the Site pursuant to these Terms and to any additional terms and policies set forth by us; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the Site without our prior express written permission.

3. Use of the Site

As a condition of your use of the Site, you agree that:

You are a U.S. resident and have reached the age of majority in the state in which you reside;

You are able to create a binding legal obligation;

You are not barred from receiving products or services under applicable law;

You will not attempt to use the Site with crawlers, robots, data mining, or extraction tools or any other functionality;

Your use of the Site will at all times comply with these Terms;

You will only seek to redeem Offers in legitimate ways that comply with the letter and spirit of the terms of the respective Offers;

You will only make request Offers for your own use and enjoyment;

You have the right to provide any and all information you submit to the Site, and all such information is accurate, true, current, and complete;

You will update and correct information you have submitted to the Site, including all account information, and ensure that it is accurate at all times (out-of-date or false information will invalidate your account); and,

You will only request Offers or participate in other available programs through the Site by creating an account or using the Site’s Offer request features.

4. Access to the Site

We may, in our sole discretion, deny service or use of the Site or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the Site and your account accessible, the Site and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service, Site access, or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.

5. Changes to these Terms

We may change Terms in our sole discretion at any time. If we make changes that affect your use of the Site or our services we will post notice of the change on the Terms of Use page. Any changes to these Terms will be effective upon our posting of the notice. If you do not agree to the changes, you may close your account and you should not use the Site or any services offered through the Site after the effective date of the changes. We suggest that you revisit our Terms regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Site or our services will constitute acceptance of these changes and the updated Terms.

6. Your Account

You may only create and hold one account on the Site for your personal use. You are responsible for updating and correcting information you have submitted to create or maintain your account. As part of your account settings, you have the option to save, edit, or delete your personal information. You understand and agree that we shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the Site or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.

The Site may permit you to make requests (such as requesting Offers, newsletters or other information) without an account or without logging in to your account. If you make a request in this manner and you do not already have an account with us, we will create an account for you based on the information provided to us in connection with the request (e.g., e-mail address, and other request information). You may later claim this account by creating a password for the account.

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms, including, without limitation, failure to maintain updated and correct information about your account (e.g., valid email address) will cause your account to fall out of good standing and we may cancel your account in our sole discretion. Upon termination, the provisions of these Terms that are, by their nature, intended to survive termination (e.g., any disclaimers, all limitations of liability, and all indemnities and waivers) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the Site, including, without limitation, requirements for use.

7. Code of Conduct

We require all Site users to abide by a Code of Conduct in using the Site, accessing Offers and using our products and services.  All such interactions must comply with these Terms. If we believe your conduct restricts or inhibits any other user from using or enjoying any part of the Site, we may limit or terminate your use of the Site and seek other remedies, including, without limitation, cancellation of your account.

The following activities are prohibited on the Site and are violations of these Terms:

Submitting any content to the Site that:

Violates applicable laws (including, without limitation, intellectual property laws, laws relating to rights of privacy and rights of publicity, and laws related to defamation);

Contains personal information, except when we expressly ask you to provide such information, or personal information of anyone other than U.S. consumers 18 and older;

Contains viruses or malware;

Has the effect of impersonating others;

Contains messages by non-spokesperson employees of the Site purporting to speak on behalf of Site or provides confidential information concerning the Site;

Contains chain letters of any kind;

Is purposely inaccurate, commits fraud, or falsifies information in connection with your use of your account or to create multiple accounts; or

Is protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

Attempting to do or actually doing any of the following:

Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;

Scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data;

Scanning or testing the security or configuration of the Site or breaching security or authentication measures; or

Interfering with service to any user in any manner, including, without limitation, by means of submitting a virus to the Site or attempting to overload, “flood,” “spam,” “mail bomb,” or “crash” the Site.

Using any of the following:

Frames, framing techniques, or framing technology to enclose any content included on the Site without our express written permission;

Any Site content, including, without limitation, User Content (defined below), in any meta tags or any other “hidden text” techniques or technologies without our express written permission;

The Site or any of its contents to advertise or solicit, for any commercial, political, or religious purpose or to compete, directly or indirectly, with our company’s products and services; or

The Site or any of its resources to solicit consumers, Brands, or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with the Site, including, without limitation, aggregating current or previously available Offers.

Collecting any of the following:

Content from the Site, including, without limitation, in connection with current or previously available Offers, and featuring such content to consumers in any manner that diverts traffic from the Site without our express written permission; or

Personal Information (defined in our Privacy Statement), User Content (defined in Section 11 below), or content of any consumers or Brands.

Engaging in any of the following:

Tampering or interfering with the proper functioning of any part, page, or area of the Site or any functions or services provided by us;

Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);

Reselling or repurposing your access to the Site or any Offers or services received through the Site;

Exceeding or attempting to exceed quantity limits when requesting Offers, or otherwise requesting Offers for resale or for speculative, false, fraudulent, or any other purpose not expressly permitted by these Terms and the terms of a specific Offer on the Site;

Accessing, monitoring, or copying any content from the Site using any “robot,” “spider,” “scraper,” or other automated means or any manual process for any purpose without our express written permission;

Violating the restrictions in any robot exclusion headers on the Site or bypassing or circumventing other measures employed to prevent or limit access to the Site;

Aggregating any current or previously-offered deals or content or other information from the Site (whether using links or other technical means or physical records associated with purchases made through the Site) with material from other sites or on a secondary site without our express written permission;

Deep-linking to any portion of the Site (including, without limitation, the request path for any Offer) without our express written permission; or

Acting illegally or maliciously against our business interests or reputation or those of our Brands, or our services.

8. Your Privacy

We take the privacy of your Personal Information (defined in the Privacy Statement) seriously. We encourage you to carefully review our Privacy Statement for important disclosures about ways that we may collect, use, and share personal data and your choices. Our Privacy Statement is incorporated in and subject to these Terms of Use, and available here.

9. Offer Terms

The Site allows Brands to present Offers to consumers. Offers are subject to the terms and conditions as specified by the Brand. By obtaining or purchasing an Offer through the Site, you acquire the right to seek to redeem the Offer with the Brand. Any service fee retained by us from the presentation or redemption of an Offer, if applicable, is compensation to us for marketing, promoting, advertising, and distributing the Offers on behalf of the Brand.

We are not responsible for any Offers or subsequent delivery of products or services by any Brand, and you waive any claims against us or our affiliates relating to the foregoing.  Offers are made by the Brand, and the Brand is solely responsible for any and all Liabilities, caused in whole or in part by the Brand, as well as for any Liabilities arising from any regulatory action. Offers have no cash or residual value. We do not make any warranty in relation to the Offers, including without limitation, their validity and/or value. We are not a party to any transaction that the Brand and you may enter into as a result of you requesting or receiving any Offer.

Descriptions of the Offers advertised on the Site are provided by the Brand or other referenced third parties. We do not investigate or vet Offers for accuracy or availability. Offers and other available programs on the Site may change at any time in our sole discretion without notice.

A Brand may advertise Offers on the Site that relate to products or services that require Brand to have an up-to-date regulatory authorization, license, or certification. We do not verify, validate, or collect evidence of any regulatory authorization, license or certification from any Brand (including, without limitation, Health & Fitness and Beauty & Spa Brands). You should make whatever investigation you deem necessary or appropriate before requesting any Offer or purchasing any associated product or service to determine whether: (i) Brand is qualified to provide the advertised product or service; or (ii) the product or service is of the care and quality required. Brand is solely responsible for the care and quality of the products and services being provided.

We are not a health or wellness provider and do not, will not, and cannot refer, recommend, or endorse any specific professional services, products, or procedures that are advertised on the Site. The Site is not a substitute for professional advice, including, without limitation, medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a health condition. Never neglect to seek out or delay or disregard professional advice relating to your health because of something you have read on the Site.

If an Offer becomes unavailable between request and processing, you may not receive an Offer for which you submitted a request.

We seek to have the best, most relevant Offers, but we do not guarantee that Offers on the Site represent the best available rates or prices and do not guarantee against pricing errors. We reserve the right to not process or to cancel any requests submitted, including, without limitation, if the Offer terms were incorrectly posted on the Site. In addition, we reserve the right to correct any error in the stated terms of any Offer.

10. Copyright and Trademarks

The Site contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of the Site are protected by copyright, trademark, and other intellectual property laws of the United States. We own a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without our express permission or the copyright owner is permitted. If downloading, copying, redistribution, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend, or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark, or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

We own trademarks, registered and unregistered, and “Grand Giraffe,” “Giraffe,” the Giraffe logos and variations thereof found on the Site are trademarks owned by us, together with all associated goodwill. Other marks on the site not owned by us may be under license from the trademark owner thereof, in which case such license is for our exclusive benefit and use or that of the respective owner. You may not use our name, logos, trademarks or brands, or trademarks or brands of others on the Site without our prior, express, written permission.

11. User Content

The Site may now or in the future provide registered and other site users various opportunities to submit information on their interests, or post reviews, opinions, advice, ratings, discussions, comments, messages, such as by survey responses, quizzes or polls, and other methods of communicating with the site or with others, such as postings, comments or interaction with Site content as well as content or material submitted or posted to the Site (collectively, “User Content”).  You may be required to have a Grand Giraffe account to submit User Content.

If you contribute any User Content, you will not upload, post, or otherwise make available on the Site any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. In addition, if you contribute any User Content, you represent and warrant to us that you have the legal right to contribute the User Content and all rights necessary to grant the licenses and grants that pertain to User Content in these Terms of Use. You agree to only provide User Content in accordance with the Code of Conduct.

We reserve the right, but assume no obligation, to review, edit, post, refuse to post, remove or monitor User Content, and disclose User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Terms and any operating rules we establish, as well as to satisfy any applicable law or government request. We have no obligation to permit or use any User Content.

You understand and agree that because the Site is openly available via the internet User Content is public. Any person (whether or not a user of our services) may read your User Content without your knowledge. Please do not include any Personal Information in your User Content unless you wish for it to be publicly disclosed. We are not responsible for the use or disclosure of any Personal Information that you disclose in connection with User Content.

We are not responsible for the User Content of other users either, and they may post User Content that is inaccurate, misleading, or deceptive. We do not endorse and are not responsible for any User Content, and will not be liable for any loss or damage caused by your reliance on such User Content. User Content reflects the opinions of the person submitting it and may not reflect the opinion of us or any other user.

As between you and us, you shall retain all ownership rights in and to the User Content you submit or post. However, by contributing User Content or other information on or through the Site, you grant us a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit, offer for sale, and sell the User Content alone or as part of other works in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees, without compensation to you. You waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the User Content that you may have under any applicable law under any legal theory. Our license in any User Content or Personal Information submitted includes, without limitation, use for promotions, advertising, marketing, market research, merchant feedback, quality control, or any other lawful purpose.

Some User Content you submit may be displayed or may give you the option to display in connection with your Personal Information. You grant us the same rights to that Personal Information as you do to User Content under these Terms, all without compensation to you. We have no obligation to use your Personal Information in connection with any User Content.

As detailed in Section 3, contributing User Content or other information on or through the Site, is limited to U.S. residents who are over the age of majority in the state in which they reside. The Site is designed and intended for adults. By contributing User Content, you affirm that you are over the age of majority in the state in which you reside. We will promptly delete User Content or other content associated with any account if we become aware that is associated with a registered user who is not at least the age of majority in the state in which he or she resides.

12. Ideas and Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to us (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. We have no obligation to review any Feedback. We will own, and may use and redistribute, Feedback for any purpose without restriction and free of any obligation to acknowledge or compensate you.

13. Infringement Reporting and Digital Millennium Copyright Act (DMCA) Procedures

The Site is an internet “service provider” under the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (“DMCA”). As required by the DMCA, we maintain specific contact information provided below for notifications of claimed infringement regarding materials posted to the Website. If you own copyright, trademark, patent, or other intellectual property rights (“IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (“Authorized Agent”), and you have a good faith belief that material or products on the Site infringe the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to our attention, you can report your concern(s) by submitting your complaint  using the information below in this Section.

All notices should be addressed to the contact person specified below (our agent for notice of claimed infringement):

Copyright Agent
Wiland, Inc.
7420 E. Dry Creek Parkway
Niwot, CO 80503

We will respond expeditiously to claims of copyright infringement committed on the Site. In notifying us of alleged copyright infringement, the DMCA requires that you include the following information: (i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit us to locate the alleged material; (iii) contact information for you, including your address, telephone number and/or e-mail address; (iv) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf. Failure to include all of the above-listed information may result in the delay of the processing of your complaint.

14. Disclaimer of Warranty

AS PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER WE, NOR OUR SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, BRANDS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR (B) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF (I) THE CONTENT ON THE SITE, INCLUDING, WITHOUT LIMITATION, BRAND OFFERS OR OTHER AVAILABLE PROGRAMS, (II) DESCRIPTIONS OF BRAND OFFERS OR OTHER AVAILABLE PROGRAMS, OR (III) USER CONTENT PROVIDED THROUGH THE SITE. THE SITE AND ALL CONTENT, USER CONTENT AND OTHER INFORMATION CONTAINED ON THE SITE, BRAND OFFERS, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE, ARE MADE ACCESSIBLE OR AVAILABLE ON AN”AS IS”AND”AS AVAILABLE”BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE SITE OR THE CONTENT, USER CONTENT, OR OTHER INFORMATION CONTAINED ON THE SITE OR THE BRAND OFFERS, OR OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, BRANDABILITY, SUITABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. THE WARRANTY LIMITATIONS IN THIS SECTION ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A BRAND OR BY THE APPLICABLE MANUFACTURER OF PHYSICAL PRODUCTS.

15. Limitation of Liability

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OR OUR SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, BRANDS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE SITE, THE CONTENT, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE SITE OR SUBMITTED BY YOU TO THE SITE; (B) YOUR INABILITY TO USE THE SITE; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE SITE; (D) THE BRAND OFFERS, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE; (E) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED DIRECTLY FROM A BRAND; (F) THESE TERMS OF USE; OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE SITE, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION. OUR AGGREGATE LIABILITY FOR ANY ACTUAL AND DIRECT DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNTS YOU PAID TO US DURING THE PRIOR 12 MONTH PERIOD, IF ANY, OR $100. THE LIABILITY LIMITATIONS IN THIS SECTION ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A BRAND OR BY THE APPLICABLE MANUFACTURER OF PHYSICAL PRODUCTS.

16. Electronic Communications

When you use the Site or send emails to us, you are communicating with us electronically and consent to receive electronic communications related to your use of the Site. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Site or from which you otherwise email us.

17. Websites of Others

The Site contains links to websites maintained by other parties, including without limitation, Brand sites or sites to which we link in the Giraffe Fun section of the Site. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss, or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, Products, or services available on or through any such linked site or resource.

18. Indemnification

You agree to defend, indemnify, and hold harmless us, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) any User Content submitted or posted by you, in connection with the Site, or any use of the Site in violation of these Terms; (b) fraud you commit or your intentional misconduct or gross negligence; or (c) your violation of any applicable law or rights of a third-party.

19. Force Majeure

We shall be excused from performance under these Terms, to the extent we or a Brand is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of us or a Brand, as applicable.

20. Assignment

You may not assign these Terms, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without our prior express written permission. Any attempted assignment that does not comply with these Terms is void. We may assign our rights and obligations under these Terms, in whole or in part, to any third-party in our sole discretion.

21. Entire Agreement

The Terms, including, without limitation, the Privacy Statement, and other terms incorporated by reference, constitute the entire agreement and understanding between you and us with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and us with respect to such subject matter.

22. Choice of Law

Any disputes arising out of or related to these Terms and/or any use by you of the Site or our services shall be governed by the laws of the State of Colorado, without regard to its choice of law rules and without regard to conflicts of laws principles.  We and you specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods as that Convention may be incorporated into applicable law.

23. Arbitration Agreement

All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms, use of any product or service provided by us, or related to the processing of Personal Data, that cannot be resolved informally or on an individual basis in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Section 23 (this “Arbitration Agreement”). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and us, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to us should be sent to: 7420 E. Dry Creek Parkway, Niwot, CO 80503 Attn: Legal Department. After the Notice is received, you and we may attempt to resolve the claim or dispute informally. If you and we do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The JAMS Streamlined Arbitration Rules (the “JAMS Rules”) governing the arbitration are available online at https://www.jamsadr.com/. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless the parties agree otherwise.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

If you or we pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.

If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim (including any claim regarding the enforceability of this Arbitration Agreement or any unconscionability in connection with these Terms). The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE PERSON OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON OR USER.

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable with regards to any particular subject matter by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect with regard to such specific subject matter and shall be severed and the remainder of the Agreement shall continue in full force and effect.

Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

This Arbitration Agreement will survive the termination of your relationship with us.

Notwithstanding the foregoing, either you or we may bring an individual action in small claims court.

Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the exclusive personal jurisdiction and venue of the courts located within Denver County, Colorado for such purpose, and irrevocably waive any claim of inconvenient forum, or forum non-conveniens, in connection with any such action.

24. Additional Disclosures

You hereby release us and our successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site or any Offers or any interaction between you and any other user of the Site or with any Brand. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

No waiver by either you or us of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these Terms. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of these Terms invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions of these Terms shall continue in full force and effect.

The provisions of these Terms of Use apply equally to, and are for the benefit of, us, our subsidiaries, affiliates, Brands, and each of their third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly.