Terms & Conditions

Last Modified: August 14, 2024

These Terms and Conditions contain an arbitration provision, including a class action waiver and jury trial waiver, that describes how you and we must resolve any disputes that you or we may have. Please review the Arbitration section for details.

Acceptance of the Terms and Conditions

These Terms and Conditions are entered into by and between You and SLT Lending SPV, Inc. d/b/a Sur La Table, SLT IP Holdings LP, and their affiliates (collectively the “Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms and Conditions”), govern your access to and use of surlatable.com, including any content, functionality and services offered on or through surlatable.com (the “Website”), whether as a guest or a registered user, or any other time you interact with us in any of our customer channels.

Please read the Terms and Conditions carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms and Conditions and our Website Privacy Policy, found at www.surlatable.com/privacy-policy.html, incorporated herein by reference. If you do not want to agree to these Terms and Conditions or the Privacy Policy, you must not access or use the Website.

Eligibility

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Terms of Sale

Prices and Payment Terms

We use “Sugg.” to refer to the manufacturers’ suggested retail price (MSRP) for a branded product (e.g., Le Creuset®, Zwilling®, Scanpan®). MSRP is a reference to a price at which the manufacturer recommends that the item be offered or sold by retailers, which may not include Sur La Table. Prices vary amongst sellers and change over time, so the MSRP may not represent an average price or an offering price at any particular time. “Sugg.” prices will be listed in regular crossed out typeface along with our pricing in bold black font. The black bold price refers to the everyday value price we offer to our customers.

$199.95 Sugg. ~~$300~~

In some instances, where we are the manufacturer of the product (e.g., Sur La Table Signature Bakeware), there is only one price listed, which is the everyday value price we offer to customers.

Prices posted on this Website may be different than prices offered by us in our retail stores, through mobile applications, or via advertising and marketing channels of any nature whatsoever, including direct and third-party advertising and marketing. All prices, discounts, and promotions posted on this Website are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email.

We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies or omissions at any time and to cancel any orders arising from such occurrences.

Sale Products

For sale products, the sale will be indicated by the words “Sale” and the new price will be reflected next to “Sale” in red. The amount of the discount from the MSRP will be indicated in red below “Our Price.” For example, “Limited Time Only 20% off and Free Shipping.” Clearance items contain Our Price that ends in $0.97, $0.98 or $0.X9. Items that end in $0.X9 are final sale and cannot be cancelled or returned.

Sale $7.49 Sugg. ~~$15.00~~

Unless otherwise explicitly stated, the following brands are excluded from our sales: Aarke, All-Clad, Ankarsrum, Anova, Ascaso, Balmuda, Baratza, Bartesian, Bonavita, Brød & Taylor, Bordallo Pinheiro, Bosch, Breville, Café, Cangshan, Caraway, Coravin, Cuisinart, DeLonghi, Demeyere, Emile Henry, Fellow, Fiorenzato, GE Appliances, GE Profile, Global, Hestan, Hydro Flask, illy, John Boos & Co., Jura, KitchenAid, Kramer by Zwilling JA Henckels, Le Creuset, Lello, Miele, Miyabi, Moccamaster, Ooni, OXO, Peugeot, Philips, Riedel, Scanpan, Shun, Simplehuman, Staub, Steelport, Swissmar, Technivorm, Thermapen, Tilit NYC, Victorinox, Vitamix, Weber, Wolf Gourmet, Wusthof, Zavor, Zwilling J.A. Henckels.

The above exclusions are not exhaustive, and other terms and exclusions may apply to sale products.

Shipments; Delivery

You shall pay for all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order. These may differ from the amounts we actually incur from any carrier. We are not liable for any delays in shipments.

Returns and Refunds

Except for any products designated on the Website as final sale or non-returnable, we will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 30 days of delivery with valid proof of purchase and provided such products are returned in their original condition. If you would like to initiate a UPS return, please click the button below and fill in the required information.

Except in cases where the merchandise arrived damaged or defective, incorrect item was shipped, or you received duplicate shipments, the following shipping fees shall apply:

For each return shipment over $25.00, the shipping fee will be $12.95 (except for Alaska and Hawaii).
For each return shipment under $25.00, the shipping fee will be $6.95 (except for Alaska and Hawaii).
For each return shipment from Alaska and Hawaii, the shipping fee will be $26.95.

You are responsible for all shipping and handling charges on returned items unless otherwise specified. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.

Refunds are processed within approximately 10 business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS WEBSITE AS NON-RETURNABLE OR FINAL SALE.

For defective returns, please refer to the manufacturer's warranty included with the product or as detailed in the product's description on our Website.

Special Offers

Occasionally we will offer special promotions to our customers that we refer to as “special offers.” This can include a gift with purchase, free shipping, manufacturer offers, or other promotional activity associated with a product purchase. These offers may be for a limited time only. If there is a conflict between the terms for a promotion and these Terms and Conditions, the promotion terms will govern.

Goods Not for Resale or Export

You represent and warrant that you are buying products or services from the Website for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

Additional Terms

Some of our services have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a service, we will make them available for you to read through your use of that service. By using that service, you agree to the Additional Terms. All such Additional Terms are hereby incorporated by this reference into these Terms and Conditions.

We may reach out to you if we see a social media post that we would like to re-post. If you agree to let us do so, the additional terms located here will apply.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, media, displays, images, video and audio, and the design, selection and arrangement thereof, and other content available on the Website), and our trademarks, logos and brand elements are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The look and feel of the Website and services are copyright © Sur La Table. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts without express written permission from the Company.

These Terms and Conditions permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access, or use for any commercial purposes, any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: customerservice@surlatable.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Website:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms and Conditions.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms and Conditions, without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Website.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper work of the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms and Conditions.

Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
All your User Contributions do and will comply with these Terms and Conditions.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Content Standards

These content standards apply to all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with these Terms and Conditions and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist in any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement to the Copyright Agent at: SLT Lending SPV, Inc., Attn.: Copyright Agent, 8450 Broadway, Merrillville, IN 46410, email: dmca@cscgeneration.com. It is the policy of the Company to terminate the user accounts of repeat infringers. Please include the following information in your notice:

Your address, telephone number, and email address.
A description of the copyrighted work that you claim has been infringed.
A description of where the alleged infringing material is located.
A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up to date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Privacy

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.
Send e-mails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Website other than the homepage.
Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms and Conditions.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms and Conditions.

You agree to cooperate with us in immediately ceasing any unauthorized framing or linking. We reserve the right to withdraw permission to link without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions for such websites.

Text Messaging Terms and Conditions

To the extent that we offer various text messaging services (“SMS Service”), and if you sign up or agree to participate in any such services, these Terms and Conditions and our Privacy Policy apply to such programs.

Signing Up and Opting-In to the SMS Service

Enrollment in the SMS Service requires you to provide your mobile phone number. Please only provide your own mobile phone number. You may not enroll if you are under 18 years old. Before the SMS Service will start, you will need to verify the mobile phone number you provided by responding to a text message to your mobile phone that affirms your choice to opt-in to the SMS Service and your agreement to these Terms and Conditions. Note that in affirming this message, you acknowledge that notices about your order will be sent to the number you provide and whoever has access to that mobile phone or the carrier account may be able to see this information.

Text messages may include cart abandon messages. Message frequency varies. This service is optional and is not a condition for purchase. You can opt out of receiving any further messages from us at any time (see details below). For help, reply HELP to any text message you receive from us or email textsupport@wunderkind.co.

Text message services are provided on an “AS IS” basis. Data obtained from you in connection with any text message services may include your mobile phone number, your provider’s name and the date, time and content of your text messages. We may use this information in accordance with our Privacy Policy to contact you and to provide the services you request from us. For more information on how we use telephone numbers, please read our Privacy Policy.

Message and Data Rates May Apply

In addition to any fee of which you are notified, your mobile provider’s message and data rates may apply to our confirmation text message and all subsequent text message correspondence according to your individual rate plan provided by your wireless carrier (e.g., T-Mobile, AT&T, etc.). Please consult your service agreement with your wireless carrier or contact your wireless carrier to determine your phone’s pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data or other charges incurred (usage, subscription, etc.) as a result of using the SMS Service. Under no circumstances will we or our affiliates be responsible for any text messaging or wireless charges incurred by you or by a person who has access to your wireless device or telephone number.

The SMS Service may not be available on all wireless carriers. If your wireless carrier does not permit text messages, you may not receive the text messages. The Company may add or remove any wireless carrier from the SMS Service at any time without notice. Customers may opt out of the SMS Service at any time (see details below). Neither Company nor the wireless carriers will be responsible for any undue delays or errors in messages, as delivery is subject to effective transmission from your network operator. We do our best to be accurate and to process the orders on time.

To Stop the SMS Service

To stop receiving text messages from the Company at any time, you can opt out of the Service via text message. To stop receiving text messages from the Company, text the word STOP to 23266 or text STOP in a reply text message to any of the text messages you have received from the Company. In response, you will receive a one-time opt out confirmation text message. After that, you will receive no more text messages from the Company.

Mobile Phone Number Change

In the event that you change or deactivate the mobile phone number you have provided, you have an affirmative obligation to update your account information and the phone number(s) attached to your account by texting START to resubscribe to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you. Any new phone number(s) you attach to your account may receive our standard marketing text messages unless you also opt out via the procedure detailed above.

Termination

We reserve the right to not provide the Website or services to any person. We also reserve the right to terminate any user’s right to access the Website or services at any time, in our discretion. If you violate any of these Terms and Conditions, your permission to use the Website and services automatically terminates.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, AND THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

You understand and agree that we have set our prices and entered into these Terms and Conditions with you in reliance upon the limitations of liability set forth in these Terms and Conditions, which allocate risk between us and form the basis of a bargain between the parties.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, proceedings, demands, losses, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees and legal costs) of any kind or nature, arising out of or relating to your violation of these Terms and Conditions or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms and Conditions , or your use of any information obtained from the Website. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

Arbitration

Except as set forth below, you and we agree that we will resolve all disputes, whether asserted or unasserted, accrued or unaccrued, and present or future, between us (including any such disputes between you and a third-party agent of ours, and any disputes that arose prior to your acceptance of these Terms) through binding and final arbitration instead of through court proceedings. You and we hereby waive any right to a jury trial of any Claim (defined below).

Before pursuing a Claim in arbitration, you and we must participate in an informal dispute resolution process in an attempt to resolve our dispute. Informal dispute resolution processes are favored by courts and arbitration providers to minimize the costs of litigation and to facilitate the expedient resolution of disputes. Before filing any demand for arbitration or initiating an action in court, you must complete the informal dispute resolution process form at this link. You will be required to provide your name, your email address (which must be the email address associated with your account with us, if applicable), your phone number, your mailing address, a detailed description of your dispute, the specific relief you seek, and your personal signature verifying the accuracy of your submission. If we initiate a dispute, we will also be required to contact you at the email address associated with your account with us and to provide a detailed description of our dispute and the specific relief we seek. We each agree that we consent to receive such notifications, and that either party may communicate directly with the other in an effort to satisfy or resolve any dispute, including by communicating any offers or demands. Once you or we initiate the informal dispute resolution process, you or we will have sixty (60) days to attempt to resolve our dispute. During that time, you or we may not initiate proceedings in arbitration or court. Also during that time, the party receiving the notice of dispute may demand an informal dispute resolution conference via telephone or videoconference, which may also be attended by counsel for both sides. You and we will each be required to personally participate in this conference in a good-faith attempt to resolve our dispute. You and we agree that failure to participate in the informal dispute resolution process, including the conference at the receiving party’s election, will constitute a material breach of these Terms of Service, and that no Claim may be submitted to arbitration or other adjudicatory proceedings if this term is breached. You and we agree that if a party attempts to submit a Claim to an arbitrator or judge without having participated in this informal dispute resolution process, the breaching party shall be liable to the other for the party’s actual fees and costs in responding to the breach. This informal dispute resolution process, including the conference at the receiving party’s election, must be individualized, meaning that only a single person’s claim will be addressed during any one conference.

All controversies, claims, counterclaims, or other disputes arising between you and us or you and a third party agent of ours (each a “Claim”), if not resolved by the informal dispute resolution process and individualized conference, shall be submitted for binding arbitration in accordance with the JAMS’s Rules. Any demands for arbitration and subsequent arbitration filings must comply with the standard set forth in Federal Rule of Civil Procedure 11 by the party making the submission or the party’s counsel, if applicable. In evaluating these demands or filings, the arbitrator, including any process administrator, if applicable, shall issue the sanctions that would be imposed under Rule 11 if its standard were violated. For Claims where the amount in controversy is less than $75,000, we will follow JAMS’s Streamlined Arbitration Rules in effect as of the date the informal dispute resolution process commences. For Claims where the amount in controversy is greater than or equal to $75,000, we will follow JAMS’s Comprehensive Arbitration Rules, in effect as of the date the informal dispute resolution process commences.

In all cases, notwithstanding any other provision of these Terms of Service or JAMS’s Rules to the contrary, if 25 or more similar demands for arbitration are filed by the same or coordinated counsel within a 60-day period or otherwise close in proximity, we will follow JAMS’s Mass Arbitration Procedures and Guidelines, including JAMS’s mass arbitration fee schedule, in effect as of the date the informal dispute resolution process commences, subject to the following modifications. First, when a mass arbitration commences (which determination shall be made pursuant to JAMS’s Mass Arbitration Procedures and Guidelines as modified by this Arbitration Agreement), the parties will first engage in a bellwether arbitration process. Bellwether proceedings are modeled on the MDL process in federal court and are encouraged by courts and arbitration administrators where there are multiple disputes involving similar claims against the same or related parties. The parties shall select ten individual arbitration claims (five per side), designated the “Initial Test Cases,” to proceed to arbitration. Only the Initial Test Cases shall be submitted to an individual arbitrator by the process administrator. All other claims shall be held in abeyance. This means that the individual filing fees will be paid only for the Initial Test Cases; for all other demands for arbitration in the mass arbitration, the filing fees (together with any arbitrator consideration of the other demands) will be in abeyance, and neither you nor we will be required to pay any such filing fees. You and we also agree that neither you nor we shall be deemed to be in breach of this Arbitration Agreement for failure to pay any such filing fees, and that neither you nor we shall be entitled to any contractual, statutory, or other remedies, damages, or sanctions of any kind for failure to pay any such filing fees. If, pursuant to this subsection, a party files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance and not refer them to the arbitrator pending resolution of the Initial Test Cases. Second, following the resolution of the Initial Test Cases, the parties agree to engage in a global mediation of all the remaining individual arbitration claims comprising the mass arbitration (“Global Mediation”), deferring any filing costs associated with the non-Initial Test Cases until the Initial Test Cases and subsequent Global Mediation have concluded. After the final awards are provided to the mediator in the Initial Test Cases, the mediator and the parties shall have 90 days to agree upon a substantive methodology and make an offer to resolve the outstanding cases. If the parties are unable to resolve the outstanding claims during the Global Mediation, the remaining claims shall proceed individually pursuant to JAMS’s Mass Arbitration Procedures and Guidelines and associated fee schedule, including that only a single filing fee and arbitrator appointment fee shall be assessed for each arbitrator, even if that arbitrator hears multiple individual cases. You and we also acknowledge that any applicable statute of limitations shall be tolled pending resolution of the bellwether and global mediation process.

In the event of a conflict between this Arbitration Agreement and JAMS’s Mass Arbitration Procedures and Guidelines, this Arbitration Agreement governs. In the event of a conflict between this Arbitration Agreement or JAMS’s Mass Arbitration Procedures and Guidelines on the one hand, and JAMS’s Consumer Arbitration Minimum Standards on the other, this Arbitration Agreement or JAMS’s Mass Arbitration Procedures and Guidelines govern ove the Consumer Arbitration Minimum Standards, unless we waive the conflict to allow JAMS to administer the arbitration.

Should JAMS refuse to administer the arbitration or be unavailable to administer it, the arbitration will be heard by the AAA. For Claims where the amount in controversy is less than $75,000, we will follow AAA’s Consumer Arbitration Rules in effect as of the date the informal dispute resolution process commences. For Claims where the amount in controversy is greater than or equal to $75,000, we will follow AAA’s Commercial Arbitration Rules, in effect as of the date the informal dispute resolution process commences. If a mass arbitration commences pursuant to the conditions described above, we will follow AAA’s Mass Arbitration Supplementary Rules and fee schedule in effect as of the date the informal dispute resolution process commences, subject to the modifications described above. This Arbitration Agreement governs to the extent it conflicts with any rule of the AAA.

If neither JAMS nor AAA can administer the arbitration, including because they are not able to administer the arbitration(s) consistent with the rules, procedures, and terms of this arbitration agreement, including those regarding mass arbitrations, the parties will select an alternative arbitral forum, with comparable fees and procedures for mass arbitrations, if applicable. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5 that is able to administer the arbitration(s) consistent with the rules, procedures, and terms of this arbitration agreement, including those regarding mass arbitrations, if applicable. If no such arbitration provider is available, the dispute shall be resolved in state or federal court in Delaware.

The arbitration will be heard and determined by a single arbitrator, subject to the provision above for mass arbitrations. The arbitrator, and not a court, shall determine any question of arbitrability of any claim and any question involving the scope of any arbitration. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable. Any questions not resolved by, and not in conflict with, the Federal Arbitration Act and federal law, shall be decided under the substantive law of Delaware.

The initiating party must pay all filing fees that the arbitration provider requires to be paid by the initiating party. Your and our responsibility to pay other administrative and arbitrator fees and costs will also be as set forth in the applicable arbitration provider’s rules, unless the arbitrator determines the claims or filings are frivolous. If a claim or filing is determined to be frivolous, the claimant is responsible for reimbursing the respondent for its portion of all such administrative, hearing, filing, and/or other fees incurred as a result of the frivolous claim or filing. The arbitration provider may also impose such obligation on the claimant’s attorneys if it determines they are responsible for the frivolous claim or filing. If you meet the standard for proceeding in forma pauperis in federal court, Delaware state court, or the courts of your state of residence, cannot obtain a waiver from the arbitration provider of any filing fees you are required to pay, and the arbitration provider refuses to administer the arbitration without your payment of said fees, we will pay the filing fees for you.

This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated, except as described in the mass arbitration provision above or pursuant to the arbitration provider’s mass arbitration rules. For further avoidance of doubt, no batching, consolidation, or otherwise grouping of the Demands or claims in Mass Arbitration is permitted without the express written consent of both parties. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including sanctions, subject to any applicable limitation of liability, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court, which that party shall be permitted to pursue in the appropriate court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” Including a claim for “public injunctive relief” in any complaint shall not deprive the arbitrator of any right to hear and adjudicate all other claims in arbitration In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms. This Section of the Terms will survive the termination of your relationship with us.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. Any adjudicator, whether in court or in arbitration, shall sever as little as is necessary to make this Agreement valid and enforceable. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms. This Section of the Terms will survive the termination of your relationship with us.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE JAMS STANDARDS, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Other Provisions

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws rules or provisions. Any action to compel arbitration, or challenging the enforceability or applicability of the arbitration provisions herein, must be filed in the federal or state courts of Delaware. Any action filed in any other court shall be transferred to, or dismissed without prejudice for refiling only in, the federal or state courts of Delaware, after removal to the appropriate federal court, if applicable, for determination by the Delaware federal or state court as to whether the action should be stayed pending, or otherwise referred to, arbitration. Any claims that are not referred to arbitration must be adjudicated exclusively in the federal or state courts of Delaware. For such claims, the federal and state courts of Delaware shall have exclusive personal jurisdiction and venue over you and us, and you and we waive any objection based on inconvenient forum. If either party files suit in any court other than the federal or state courts of Delaware, in deciding whether to transfer or dismiss the action, or otherwise give effect to this provision, the court shall apply the standard set forth in Atlantic Marine Construction Co. v. U.S. District Court for the Western District of Texas, 571 U.S. 49 (2013). The parties also agree that transfer or dismissal cannot be denied based on inconvenience to the parties, piecemeal adjudication of the claims, a risk of inconsistent findings of law or fact, the presence of other parties who are not party to these terms, or any other private or public considerations.

You agree that any action of whatever nature arising from or relating to these Terms, the Site, or Services, not subject to the arbitration provision above, will be filed only in the state or federal courts located in Indiana. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

If any provision of these Terms and Conditions is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the enforceability of any other provisions.

The failure by us to enforce any right or provision of these Terms and Conditions will not prevent us from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms and Conditions, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

Your Comments and Concerns

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Changes to the Terms and Conditions

We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected and agree to check this page each time you visit the Website so you are aware of any changes, as they are binding on you.

Miyabi

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