Terms & Conditions
Last Updated: March 29, 2018
These Terms of Service ("Terms") apply to your access to and use of the websites, applications and other online products and services (collectively, the "Service") provided by Rep the Squad, Inc. ("Rep the Squad" or "we") and to the sports jerseys and other products you borrow or purchase through the Service (the "Products").
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING ANY PORTION OF THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 19, do not access or use our Service.
If you have any questions about these Terms or our Service or Products, please contact us at firstname.lastname@example.org. Privacy
You must be at least 18 years of age to create an account and become a member of our Service (a "Member"). Products may be borrowed or purchased for use by individuals under 18 years of age, but only adults with a valid payment card or other approved payment method are eligible to borrow or purchase Products from Rep the Squad. By creating an account, you represent that you are 18 years or older and that you are authorized to use the designated payment method you submit for the Service as described in these Terms.3.0 Terms applicable to rental or sales of Products
3.1 Description of the Service
Rep the Squad is a subscription service that provides our Members with access to a variety of sports jerseys and other Products made available by Rep the Squad for use by Members during the term of their membership. Members select and rank Products they wish to borrow through their "Locker" (which is accessed through the My Locker section of our website or mobile app), and Rep the Squad fulfills such requests based on such rankings and product availability and other factors, as set forth in these terms. Unless otherwise expressly provided in the particular subscription package for which a Member has subscribed, a subscription entitles Members to borrow one Product at a time. Members may retain a Product for as long as they wish during the term of their subscription, or may return and exchange a Product for different Product in their Locker (subject to availability) at any time during their subscription, provided their membership is in good standing and all Subscription Fees and other amounts due to Rep the Squad have been paid in full, and subject to the terms and conditions set forth in these Terms. Members may also purchase Products from time to time from Rep the Squad as provided herein. All Products remain the property of Rep the Squad (or its vendors) unless purchased by Member in accordance with Section 3.5 below.
3.2 Subscription Fees and Payment Terms.
(a) Subscription Fees. In order to receive and use Products through the Service, you must create an account to become a Member and pay the applicable monthly subscription fee designated on our website for the subscription plan you choose (the "Subscription Fee"). When you create your account, you authorize Rep the Squad (or our third party payment processor) to charge your payment method on a recurring basis for selected plan and its applicable Subscription Fee (and any applicable taxes) as set forth in these Terms. You are responsible for all activity that occurs under your account including for all Products borrowed under your account. Your payment method will be charged for the first month of your subscription when you create your account and will automatically be charged the Subscription Fee (and any applicable taxes) for subsequent months in advance, on a recurring basis, on or about the same day each month, except as set forth in Section 3.3 in connection with any pausing or the cancellation of your subscription. Subscription Fees exclude all federal, state and local taxes, GST, fees, customs, duties, levies and other governmental assessments, all of which shall be charged to your payment card in addition to your Subscription Fee or paid by you directly. Subscription Fees (and applicable taxes) are nonrefundable unless expressly provided otherwise in these Terms.
(b) Payment Method; Recurring Payments. When you create an account, you must provide us with a valid payment method and YOU AUTHORIZE REP THE SQUAD TO AUTOMATICALLY CHARGE SUCH PAYMENT METHOD FOR ALL AMOUNTS DUE UNDER THIS AGREEMENT, INCLUDING ANY RECURRING PAYMENTS FOR SUBSCRIPTION FEES AND ANY APPLICABLE FEES FOR LOST OR DAMAGED PRODUCTS, PURCHASES, AND LATE FEES. If the payment method we have on file for you at any time expires or otherwise becomes invalid or we are unable to process charges to such payment method, you agree to promptly provide to us with a substitute payment method.
(c) Late Payments. If any Subscription Fees or other amounts have become overdue due to any failure to provide a substitute payment method within ten (10) days of any notice by Rep the Squad, we also reserve the right to charge a late fee at the rate of one percent (1%) per month or the highest rate permitted by applicable law, whichever is less, until a substitute payment method is received. If the substitute payment method is not received within forty-five (45) days of such notice, then Rep the Squad may, in addition to its other rights, cancel or suspend your subscription immediately, with or without notice, and you will not be eligible to receive any new Products until we have a valid payment method on file.
(d) Collections. If any amounts owed to Rep the Squad are not paid when due, Rep the Squad may institute collection procedures. You agree to pay Rep the Squad’s costs of collection, including without limitation reasonable attorneys’ fees.
3.3 Pausing or Cancellation of a Subscription.
(a) Pausing Your Subscription. We have two options for pausing your subscription rather than cancelling your account. One is paid and allows you to keep your current jersey and the other you return all products and pay no fees, however in either case we will reactivate your account automatically in the next annual season.
i. Paid Off Season Mode. You may place your subscription in off season mode and keep your current jersey by selecting "PAUSE LOCKER” and then “HOLD ONTO YOUR JERSEY" on the "My Account" page. You cannot exchange your jersey while in paid off season, but you can continue to keep the jersey in your possession as long as you continue to pay the monthly, recurring charge related to this service. Please note, we will not ship any new items to you when your subscription in OFF SEASON mode, although you will still be able to view your Locker and add or remove or reorder items in your Locker.
ii.Unpaid Off Season Mode. You may place your subscription in off season mode by selecting “RETURN YOUR JERSEY” on “My Account” page AND you must return (in accordance with Section 3.4(f) or purchased (in accordance with Section 3.5) any outstanding Products that you have received from the Service, then we will suspend charging the monthly Subscription Fee. NOTE THAT EVEN IF YOUR ACCOUNT IS IN OFF SEASON, YOU WILL STILL BE CHARGED THE SUBSCRIPTION FEE EACH MONTH UNTIL ALL PRODUCTS HAVE BEEN RETURNED OR PURCHASED. We will not ship any new items to you when your subscription is in OFF SEASON, although you will still be able to view your Locker and add or remove or reorder items in your Locker.
(b) Reactivating Your Subscription. You may re-activate your subscription at any time by selecting "Resume Locker" from the "My Account" page. Upon reactivation, Rep the Squad will send you next available item from your Locker in accordance with Section 3.4 below. No Subscription Fees will be refunded or prorated during any period in which the account is paused. However, if a Subscription Fee payment has been suspended while the account was paused, then the payment date for future Subscription Fee payments will be reset to the date the subscription has been reactivated.
(c) Cancelling Your Subscription. We encourage Members to consider offseason options rather than cancel their subscriptions so that they can easily resume the Service at a later date if they wish to do so. However, if you wish to cancel your subscription, you can cancel on the “My Accounts” page or email us at email@example.com and request cancellation. Cancellation will not be effective, and you will continue to be charged for the Service on a monthly, recurring basis, until you have requested cancellation in this manner, reach the end of your current term of your plan, AND have either have returned (in accordance with Section 3.4(f) or purchased (in accordance with Section 3.5) any outstanding Products that you have received from the Service (unless paying for Off Season mode, see Section 3.3.a.i for details). However, once the Subscription Fees we have billed you after you have requested cancellation, as described above, reaches the Buy It Now Price (as defined in Section 3.5 below) for any outstanding Products, the Products will be considered purchased. Once we have confirmed receipt of the Products or of your purchase thereof following your cancellation request, your subscription will be cancelled and no further Subscription Fees will be charged. No Subscription Fees that have already been charged will be refunded or prorated in connection with any cancellation.
3.4 Delivery, Use and Return of Products
(a) Availability. When you request a Product, Rep the Squad will endeavor to provide you with the next Product in your Locker, but Products are subject to availability, and you understand and agree that we may need to select another Product in your Locker. If none of the items in your Locker are available, we will notify you and ask you to select another item and send you that Product instead. If you do not select an additional item, you understand that you will not have use of any Products until you select an available item, but you will in no event be entitled to any refund in such event.
(b) Delivery. All deliveries will be through Rep the Squad’s independent shipping vendors, which may change from time to time at our sole discretion. The shipping method used will be at the sole discretion of Rep the Squad. Rep the Squad is not responsible for delays or failure in delivery due to shipping and delivery issues.
(c) Receipt of Products. Once a Product has been delivered to you, you assume full responsibility for such Product. You acknowledge that you should have the Product delivered to a secure shipping location where an individual can physically receive the Products. Rep the Squad bears no liability for Products, or for any delays in receiving or failure to receive Products, once they have been delivered to the delivery address that you have provided us through your account. A Product will be considered lost if you do not receive it after it has been delivered, and you will be responsible for any replacement fees as set forth below.
(d) Use of the Products; Damage or Loss. You agree to treat each Product with great care, and return it to us in the same condition as it was delivered to you, other than normal wear and tear. You are responsible for loss, destruction or damage to the Products for any reason. Normal wear and tear encompasses minor stains or other minor damage, but does not cover damage beyond repair, severe stains that cannot be removed, deliberate damage, or damage cause by misuse or abnormal use. If you return a Product that is damaged beyond normal wear and tear, then you agree that we may charge your payment method for, and you agree to pay, the cost of repairing or replacing the Product, as determined in our discretion, up to the Buy It Now Price for the Product (as defined in Section 3.5). If we charge you the Buy it Now Price of the Product as set forth herein for any damaged Product, you may request that we return the damaged item to you and you may keep it without additional charge other than any return shipping charges.
(e) Return of the Products. Subject to your compliance with these Terms and our right to terminate the Service or your account, you may keep the Product for as long as you continue to pay your Subscription Fees, but you will not be entitled to receive a new Product until you have returned the previous Product in the Return Packaging as described in this Section and we have received notice of shipping from the carrier. Rep the Squad will provide you with return packaging and a pre-paid shipping label for use in returning the Product (the "Return Packaging"). If you misplace the Return Packaging, please contact customer service at firstname.lastname@example.org to arrange for replacement Return Packaging so that you can ship Products back to us. You must return the Products to Rep the Squad in the Return Packaging using the designated shipping instructions.
(f) Return of Items other than Product. If you believe you have accidentally sent us an item that you did not intend to return to us, please contact customer service as soon as possible at support@ReptheSquad.com. Our staff will assist in attempting to locate such items at your request, but are not obligated to and assume no liability for doing so. If you have returned to us something other than the previous Product and we have sent you a new Product such that you have more than one Product at a time, we have the right to treat the previous Product as a request for purchase and charge your payment method for the previous Product at the Buy it Now Price in accordance with Section 3.5 if you do not return the previous Product within 7 days of receiving notice of this from Rep the Squad.
(g) Limited Warranties. The following are the limited warranties Rep the Squad provides in connection with our Products and Service. Rep the Squad’s sole and exclusive liability to you, and your sole remedy, for any failure to comply with any of these warranties is limited to either, at Rep the Squad’s option, redelivery of a Product conforming to the warranties or a refund of a portion of the monthly Subscription Fee as determined by Rep the Squad. WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU REGARDING THE SERVICE OR THE PRODUCTS.
i. Correct Products. The Product we deliver to you will be one of the Products in your Locker, including the specified size, color and design, except in the event that none of the Products in your Locker are available, in which case we may substitute another item that you have approved for us to send.
ii. Clean And Ready To Wear. The Products will be cleaned and delivered ready to wear. Rep the Squad cleans and inspects each Product with the utmost care, but use of the Product is at your own risk, and Rep the Squad shall not be held liable for any health-related complaints associated with any Product.
iii. Sizing Returns. If your Product does not fit you, then you may return the Product to Rep the Squad, and Rep the Squad will send you another Product in the new size of your choice.
3.5 Purchase of Products
If at any time you wish to purchase one of the Products you have been borrowing, just let us know at email@example.com. Every Product we offer has a buy it now price (the "Buy it Now" Price") so you can continue to build your own personal jersey rotation. The Buy it Now Price is determined by Rep the Squad in its sole discretion, but is generally designed to reflect Rep the Squad’s evaluation of the fair market value of the Product based on factors such as the original retail price, condition, popularity, and rarity. You understand that certain factors, such as rarity or autographs, may cause the Buy it Now Price to exceed the original retail price for the Product. You can also purchase a Product that you have lost or that has been stolen or damaged at the Buy it Now Price so that your account will be eligible to receive an additional Product. In the event that you initiate or purchase, or that Rep the Squad has the right under these Terms to treat a failure to return a Product as a purchase, the purchase price will be charged to the payment method we have on file for you unless you specify a different payment method. When you have purchased a Product, you will then receive an additional Product from your Locker if your subscription is active. All Sales are Final and all Products are sold on an "As Is" basis.
4. User Accounts and Account Security
You must create an account to access our Service. When you create an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account.
5. Copyright and Limited License
Our Service and all content and other materials contained in the Service, including without limitation all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Service Content"), are the proprietary property of Rep the Squad or its licensors or users and are protected by U.S. and international copyright laws.
You are granted a limited, non-sublicensable license to access and use our Service for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (a) any resale or commercial use of our Service or the Service Content; (b) the distribution, public performance or public display of any Service Content; (c) modifying or otherwise making any derivative uses of our Service or the Service Content, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of our Service, the Service Content or any information contained therein, except as expressly permitted on the Service; or (f) any use of the Service or the Service Content other than for its intended purpose. Any use of our Services or the Service Content other than as specifically authorized in these Terms, without the prior written permission of Rep the Squad, is strictly prohibited and will terminate the license granted in these Terms. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated in these Terms, nothing in these Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
REP THE SQUAD, FOR FANS WHO GO FURTHER, the Rep the Squad logo, and any other name, slogan or logos contained in our Service are trademarks of Rep the Squad, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Rep the Squad or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "REP THE SQUAD" or any other name, trademark or product or service name of Rep the Squad without our prior written permission. In addition, the look and feel of our Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Rep the Squad and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company or organization names or logos mentioned in our Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply our endorsement, sponsorship or recommendation.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit or provide to Rep the Squad in any manner regarding Rep the Squad or our Service or Products (collectively, "Feedback") is non-confidential and will become the sole property of Rep the Squad. We will own (and you hereby assign to us) exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback, and we will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
8. Electronic Communications
By creating a Rep the Squad account, you also consent to receive electronic communications from us via email. These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information such as notifying you about the status of your requests and sending you reminders), and are part of your relationship with us. You agree that to the fullest extent permitted by law, any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
You are granted a limited, non-exclusive right to create a text hyperlink to the Service for noncommercial purposes, provided such link does not portray Rep the Squad or its Products or Service in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Rep the Squad logo or other proprietary graphic of Rep the Squad to link to the Service without the express written permission of Company.
Company makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Service or which link to the Service. Any links provided in connection with the Service are provided solely as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Company of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
10. Third Party Content and Advertising
Rep the Squad may provide third party content or advertising on the Service or otherwise provide information about or links to third-party products or services (collectively the "Third Party Content or Products") as a service to those interested in this information. Company does not control, endorse or make any representation or warranties of any kind regarding any Third Party Content or Products. Your business dealings or communications regarding such Third party Content or Products are solely between you and such third party. You acknowledge and agree that Company is not responsible or liable in any manner for any Third Party Content or Products and that you use such Third Party Content or Products at your own risk.
11. User Content
Our Service may allow you and other users to create, post, store and share content, including comments, photos, videos, text, and other materials (collectively, "User Content"). Except for Feedback, the license specified below, or as otherwise specified in these Terms or at the time you submit User Content, you retain all rights in and to your User Content.
If you post or otherwise submit any User Content in connection with the Service, you grant Rep the Squad a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content, and any name, username, voice, or likeness included therein or provided in connection therewith, in any manner on or in connection with the Service and the promotion thereof and in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Service, you understand that your User Content and any associated information (such as your username or profile photo) will be visible to the public and will be nonconfidential.
You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to disclose and submit to us and to grant us the right and license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Service; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
12. Prohibited Content and Conduct
You may not create, post, share or otherwise submit any User Content that:
Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, false, misleading, or fraudulent;
Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Contains or depicts any statements, remarks or claims about the Service or our Products that do not reflect your honest views and experiences;
Impersonates, or misrepresents your affiliation with, any person or entity;
Contains any unsolicited promotions, political campaigning, advertising or solicitations;
Contains any private or personal information of a third party without such third party’s consent;
Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Service, or that may expose Rep the Squad or others to any harm or liability of any type.
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Sites and Services. You will not:
Use or attempt to use another user’s account without authorization from that user and Rep the Squad;
Use our Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Service or that could damage, disable, overburden or impair the functioning of our Service in any manner;
Reverse engineer any aspect of our Service or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Service;
Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Service that you are not authorized to access;
Develop or use any third-party applications that interact with our Service without our prior written consent, including any scripts designed to scrape or extract data from our Service;
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Bypass or ignore instructions contained in any robots.txt file; or
Use our Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Company takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, or for any user conduct. Enforcement of the user content or conduct rules set forth in these Terms is solely at our discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Service will not contain any content that is prohibited by such rules. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason without notice.
13. Copyright Complaints
In accordance with the Digital Millennium Copyright Act ("DMCA"), we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the accounts of users who are repeat infringers of the intellectual property rights of others. We also may also, at our sole discretion, limit access to the Service or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not they are repeat infringers.
If you believe that anything on our Sites infringes any copyright that you own or control, you may notify our Designated Agent as follows:
Address: 3605 Airport Way South
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Sites is infringing, you may be liable to Rep the Squad for certain costs and damages.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Rep the Squad, and its officers, directors, agents, partners and employees (individually and collectively, the "Rep the Squad Parties") from and against any loss, liabilities, claims, actions, judgements, demands, damages, expenses, or costs (including attorneys’ fees) arising out of or related to (a) your User Content or Feedback; (b) your violation of any of these Terms, including your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (c) your conduct in connection with the Service. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Rep the Squad or the other Rep the Squad Parties.
WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT, THIRD-PARTY CONTENT OR PRODUCTS, OR OTHER INFORMATION AVAILABLE ON OR LINKED TO BY OUR SERVICE.
YOUR USE OF OUR SERVICE AND PRODUCTS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THESE TERMS OR AS OTHERWISE PROVIDED BY LAW, OUR SERVICE AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, REP THE SQUAD DOES NOT REPRESENT OR WARRANT THAT OUR SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE REP THE SQUAD ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICE SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICE OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE.
Reference to any sports organizations (such as the National Football League or any team) or to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise is for factual reference only and does not constitute or imply endorsement, sponsorship, recommendation, or affiliation with respect to Rep the Squad.
16 Limitation Of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
(A) REP THE SQUAD AND THE OTHER REP THE SQUAD PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF REP THE SQUAD OR THE OTHER REP THE SQUAD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) THE TOTAL LIABILITY OF REP THE SQUAD AND THE OTHER REP THE SQUAD PARTIES, FOR ANY CLAIM UNDER ANY THEORY OF LIABILITY — WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, OR OTHERWISE— ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE OR PRODUCTS, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS OR USE OUR SERVICE .
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF REP THE SQUAD OR THE OTHER REP THE SQUAD PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, you release Rep the Squad and the other Rep the Squad Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
18 Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Rep the Squad and limits the manner in which you can seek relief from us.
Except for small claims disputes in which you or Rep the Squad seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Rep the Squad seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Rep the Squad waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Service or Products resolved in court. Instead, all disputes arising out of or relating to these Terms or our Service or Products will be resolved through confidential binding arbitration held in King County, Washington in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You and Rep the Squad agree that any dispute arising out of or related to these Terms or our Service or Products is personal to you and Rep the Squad and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and Rep the Squad agree that these Terms affect interstate commerce and that the enforceability of this Section 18 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Rep the Squad agree that for any arbitration you initiate, you will pay the filing fee and Rep the Squad will pay the remaining JAMS fees and costs. For any arbitration initiated by Rep the Squad, Rep the Squad will pay all JAMS fees and costs. You and Rep the Squad agree that the state or federal courts of the State of Washington and the United States sitting in King County, Washington have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Service OR PRODUCTS must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Rep The Squad will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 18 by emailing us at firstname.lastname@example.org. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 18.
19 Governing Law and Venue
THESE TERMS AND YOUR ACCESS TO AND USE OF OUR SITES AND SERVICES WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICT OF LAW RULES OR PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. ANY DISPUTE BETWEEN THE PARTIES THAT IS NOT SUBJECT TO ARBITRATION OR CANNOT BE HEARD IN SMALL CLAIMS COURT WILL BE RESOLVED IN THE STATE OR FEDERAL COURTS OF WASHINGTON AND THE UNITED STATES, RESPECTIVELY, SITTING IN KING COUNTY, WASHINGTON.
20 Changes to these Terms
We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Service and update the "Last Updated" date above. We may also attempt to notify you by other means of our choosing, such as providing notice through the Service or sending you an email. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Service after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Service.
We reserve the right, without notice and in our sole discretion, to terminate your membership and your right to access or use our Service at any time for any reason or for no reason, including if we discontinue the Service. We are not responsible for any loss or harm related to your inability to access or use our Service. Unless we terminate for cause, we will provide you a prorated refund of any unused portion of your Subscription Fee. or, at our option, provide continued access to the Service until the end of the period for which you have paid the Subscription Fee. However, we will not provide any refund for termination related to conduct that, in our discretion, violates any terms set out in these Terms or any applicable law or for other cause. Upon termination, you must promptly return to Rep the Squad all Products you have received in connection with the Service. If you do not return such Products within ten (10) days following termination, you will be deemed to have purchased the Products at the Buy it Now Price, in accordance with Section 3.5, and you authorize us to charge your payment method for such amount.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
These Terms constitute the entire agreement between you and Rep the Squad relating to your access to and use of our Services. The failure of Rep the Squad to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.