TERMS OF USE

Terms of Use and User Guidelines

Carol’s Roman Shades (carolsromanshades.com)

 

Introduction

Thank you for visiting carolsromanshades.com (the “Website”), which is operated by Carol’s Roman Shades, Inc.  Please read these Terms of Use carefully. You are reading these Terms because you are using the Website, an associated social media platform, a mobile application, or one of our other products or services, all of which are part of CRS’s Platform (“Platform”).  You may access the Platform through a computer, mobile phone, tablet, console, or other technology, which we refer to in these terms as a “Device”.

These Terms create a legally binding agreement between you and CRS and its affiliates (which we may refer to as “CRS,” “we,” “us,” or “our”) regarding your use of the Platform.

Terms of Use

  1. Acceptance

These Terms of Use apply to all users of the Platform, including users who are also contributors of photo/video content, information, and other materials or services on the Platform.

By using our website or our other social media platforms, including but not limited to, Facebook, Instagram, Pinterest, Twitter, and Google+, and by accessing, using, downloading or posting any information and/or User Content (as defined herein) available from or through our Website (or attempting to do any of these), you agree to be bound by and comply with these Terms of Use, which include and incorporate our Privacy Policy, which is located  HERE. Our Privacy Policy describes the collection and use of personal information on the Platform and applies to your use of the Platform.

You acknowledge that you have read, understand and agree to be bound by these Terms of Use, regardless of whether you are a registered user of our products or services. If you do not wish to be bound by these Terms of Use, you should not access or use the Platform. By using the Platform, you agree to receive certain electronic communications from CRS, subject to applicable law.  You further agree that any notice, agreement, disclosure or other communication that CRS sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use.  Our Platform is not directed to children under the age of 18.  As a result, our website does not request or knowingly collect personal data from individuals under the age of 18.  If you are not 18 or older, you should not visit or use our website. If we learn that personally identifiable information of persons under 18 years of age has been collected on the CRS Platform without verified parental consent, then CRS will take appropriate steps to delete the information.

CRS may update these Terms of Use from time to time, and reserves the right, in its sole discretion, to modify these Terms of Use at any time.  If a material change is made, CRS will post a notice on the Platform or send you a notification.  Changes to these Terms of Use will become effective immediately upon the posting thereof. Review these Terms of Use often, as well as any changes thereto to keep yourself apprised of the same. If you don’t agree to these Terms of Use, please stop using the Platform.  If you continue to use our Platform after we notify you of changes, you will be deemed to have accepted the updated Terms, except to the extent prohibited by applicable law.

  1. Use of Personally Identifiable Information

Our practices and policies with respect to the collection and use of personally identifiable information are governed by our Privacy Policy.

  1. Links to Other Third-Party Sites

The Website may contain links to websites, social media platforms, mobile apps, and other products and services (“Third-Party Site” or “Third-Party Sites”) that are not owned or controlled by CRS.  In most cases, links to third-party websites are provided solely as pointers to information on topics that may be useful to our users. As such, you may be able to connect with these Third Parties through the Platform, but this does not mean that CRS endorses, monitors or has any control over these Third Parties or their activities, which are subject to separate terms of use and privacy policiesCRS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third-Party Site and you interact with Third-Party Sites at your own risk. In addition, CRS will not and cannot censor or edit the content of any Third-Party Site. By clicking on links, you expressly relieve CRS from any and all liability arising from your use of any third-party site, or from the content of any third-party site.  Accordingly, CRS encourages you to be aware of instances, when you leave the Platform, and upon leaving encourage you to read the terms and conditions and privacy policy of each Third-Party Site that you visit.

  1. Registration

In order to access some features of the Platform, you may have to register and/or create an account. You may need to register with the Platforms and/or create an account to, for example, receive newsletter updates, special offers, or apply for a line of credit through the Platform.  When you register to use such features of our Platform or create an associated account, you must provide complete, current, and accurate information about yourself.

CRS reserves the right to reject any registration and/or decline any application for a loan submitted through the Platform for any reason, for example, if any information you provide is untrue, inaccurate, not current, or incomplete, CRS reserves the right to cancel your registration, reject any application you have submitted, terminate any agreement we have with you, and restrict your future use of the Platform and our Services.

 

If a password is requested, you must choose a unique password. You agree to maintain your information and update it as appropriate.  Your registration and password information are subject to our Privacy Policy.  You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You are responsible for anything that happened through your account – with or without permission.  You should notify CRS immediately of any breach of security or unauthorized use of your account.  Further, you may never sign on under another user’s account without permission.  To the maximum extent allowed by applicable law, CRS will not be liable for any losses caused to you by any unauthorized use of your account. However, you may be liable for the losses of CRS or other parties due to such unauthorized use.

  1. General Use of the Platform / Personal and Non-Commercial Use Only

The Platform is to be used solely for your personal, noncommercial, non-exclusive, non-assignable, and non-transferable use and for no other purposes. CRS hereby grants you permission to access and use the Platform as set forth in these Terms of Use, provided that:

  1. You agree to abide by all applicable laws and regulations in your use of the Platform.

 

  1. You agree not to alter or modify any part of the Platform.

 

  1. You agree not to use the Platform in any manner that could damage, disable, overburden or impair the Platform.

 

  1. You agree not to access the Content (as defined herein below) of the Platform through any technology or any unauthorized means other than user interaction expressly invited on the Platform itself.

 

  1. You agree not to register for more than one account or register for an account on behalf of an individual other than yourself or on behalf of any group or entity.

 

  1. You agree not to use the Platform, for any commercial use.   Prohibited commercial uses do not include uses that CRS expressly authorizes in writing. Prohibited commercial use includes, but is not limited to, any of the following actions taken without CRS’s express approval:

 

  1. Sale of access to the Platform or its related services on another website

 

  1. Use of the Platform or its related services for the primary purpose of gaining advertising or subscription revenue;

 

  • The sale of advertising, on the Platform or any third-party website, targeted to the Content of the Platform;

 

  1. Any use of the Platform or its related services that CRS finds, in its sole discretion, to use CRS’s resources with the effect of competing with or displacing the market for the Content of the Platform or any products or services featured on the Platform.

You further agree not to circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or the Content therein.  You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Platform in a manner that sends more request messages to the Platform servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line Web browser. Notwithstanding the foregoing, CRS grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. CRS reserves the right to revoke these exceptions either generally or in specific cases.

You agree not to use this Platform or its Content for any illegal or prohibited purpose, or in any manner that could damage, disable, overburden or impair the Platform, Content or any of its servers, or interfere with any other party’s use of the Platform or Content. You agree that you shall not attempt to gain any unauthorized access to the Platform or Content, through CRS’s password mining, hacking or any other means, or harvest or otherwise collect information about others, including but not limited to, personally identifiable information such as account names and e-mail addresses, nor to use the communication systems provided by the Platform (e.g. comments, email) for any commercial solicitation purposes. You further agree that you will not attempt to obtain any Content not intentionally made available to you at this Platform. You shall not upload any files that contain Trojan horses, viruses, cancelbots, corrupted files, worms, or other programs or software that may damage or interrupt the websites, computers or software of CRS or other users.

  1. Content, Copyright, Trademark, and Related Issues

The Content on the Platform, including without limitation, the text, software, scripts, code, design, images, graphics, photos, sounds, music, videos, applications, interactive features, articles, sketches, animations, stickers, general artwork, and the like (“Content”) and the trademarks, service marks, and logos contained therein (“Marks”), are the property of CRS and/or its subsidiaries, affiliates, assigns, licensors, vendors, partners or other respective owners, and is subject to and protected by intellectual property rights under the law.  CRS reserves al rights not expressly described in these Terms of Use.

The Content is available for your personal informational purposes only.  The Content is owned by CRS, its affiliates, or other third parties who have licensed their rights in content to CRS.  Content, other than your own user content (as defined herein below) may be reproduced, modified, use to create derivative works, displayed, performed, published, distributed, disseminated, broadcast, or circulated to any third party without the express written consent of CRS.

You may not use Content in any way not expressly permitted by these Terms of Use.  Breach of this provision will automatically terminate your right to use the Content.  Outside of the specific usage rights granted to you by CRS in connection with the Platform, you agree not to use, copy, edit, translate, display, distribute, disseminate, broadcast, circulate, download, transmit, sell, create derivative works of, or in any way exploit any Content, including User Content (unless it is your own User Content that you legally post on the Platform), without CRS’s prior written consent. You may not, nor allow any third party (whether or not for your benefit) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Content without the express prior written consent of CRS or its affiliates.

The Content and the Platform generally, are subject to change or termination without notice.  You must not delete or alter any copyright or other notice CRS places on any Content. Content is owned by CRS or our licensors or other users and is protected by copyright, trademark, and other laws and regulations of the United States and foreign jurisdictions.  To the extent that CRS approves the download of use of Content comprised copyrightable works, CRS grants you a limited, personal, non-transferrable, non-sub-licensable, and revocable license to access, use, view, or download a single copy of, the Content solely for your personal, non-commercial use.   You do not acquire any ownership rights in the Content (including any trademarks or other intellectual property included in the Content), CRS reserves the right to monitor your use and to alter or revoke this license or your access to the Content at any time and for any reason.  CRS reserves the right to take down any Content in violation of these terms or CRS’s intellectual property rights.  CRS allowing this limited use does not constitute a waiver of any of CRS’s rights to the Content.

The trademarks, names, slogans, logos, characters and service marks (collectively “Trademarks”) displayed on our Platform belong to CRS or have been licensed to us.  Nothing contained on our Platform should be construed as granting any license or right to use, copy, display, distribute, modify, or reproduce any Trademarks displayed on our Platform. Your use/misuse of the Trademarks displayed on our Platform, except as provided in these Terms of Use, is strictly prohibited. CRS will aggressively enforce its intellectual property rights to the fullest extent of the law.  All rights not expressly granted herein are reserved. The Trademarks of CRS include, but are not limited to:

CAROL’S ROMAN SHADES, INC.

 

In addition, all Platform page headers, custom graphics, button icons, graphical user interfaces, and scripts are service marks, trademarks, and/or trade dress of CRS. You may not copy, imitate, or use these service marks, trademarks, and/or trade dress without the prior written consent of CRS.

Any unauthorized use of the Content may constitute a breach of copyright, trademark or other intellectual property laws and may subject you to criminal or civil charges and penalties, or both, under applicable federal, state and local laws.

  1. User Submissions and User Information Sharing

By submitting or otherwise exchanging communications or content to the Platform, you understand that and expressly agree that all User Content, including without limitation, information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“User Submission”), whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such User Content originated and you:

  1. Explicitly represent and warrant that you are the owner of such User Content or have all rights and licenses necessary regarding such User Content, including authorizations from any individuals who appear or are mentioned in your User Content.

 

  1. Acknowledge that you retain all your ownership rights in your User Content and Submissions. However, you agree that CRS is granted a royalty-free, perpetual, irrevocable, unrestricted, world-wide, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, adapt, transform, distribute, transmit, broadcast, perform and display such User Content via the Platform in any media or medium, or any form, format, or forum, now known or hereafter developedsubject to the privacy provisions described in our Privacy Policy and pursuant to the privacy restrictions designated for such User Content.   Further, CRS shall have the right to review, delete, edit, modify, reformat, excerpt, or translate any of your information or User content.

 

  1. You are solely responsible for the User Content and information you make available through or in connection with our Platform. All the information and content posted on the Platform or privately transmitted through the Platform or via other means in connection with our Services is the sole responsibility of the person from which that content originated. CRS will not be responsible for any errors or omission in any information or User Content posted by a user.

 

  1. Agree that such User Content will not be considered or treated as confidential, other than as pursuant to the levels of access designated for the Platform, to which you post such User Content.

 

  1. Acknowledge and understand others may see, read, use or re-transmit such User Content, pursuant to the levels of access designated for the Platform to which you post such User Content.

 

  1. Understand that deleted User Content may persist in CRS’s systems and on the Platform to the extent your User Content has been publicly posted or shared with others who have not deleted it, unless you or the relevant individual request deletion or blocking of personal data in accordance with applicable law.

 

  1. Agree that the User content you submit to the Platform is governed by our Privacy Policy.

You further expressly agree that you shall not send, upload, transmit, any User Content, including without limitation, communication, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials, whether publicly or privately via the Platform that:

  1. Intentionally or unintentionally violates any applicable local, state, national, or international law.

 

  1. Is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, otherwise objectionable (in our sole discretion).

 

  1. Is not your own, or that you do not have a right to upload, post, e-mail, or otherwise transmit (such as insider information, proprietary and confidential information learned or disclosed as part of employment or confidential relationships).

 

  1. Infringes upon any patent, trademark, trade secret, copyright, right of privacy or publicity, or intellectual property or other proprietary rights of any person or entity.

 

  1. Solicits, collects, or posts personal data or attempts to solicit, collect, or post personal data about other users of the Platform, including usernames or passwords, or accesses or attempts to access another user’s account without his or her consent.

 

  1. Attempts to solicit or otherwise attempts to gain any information from a minor under the age of 18.

 

  1. Impersonates any person or entity, or falsely states or otherwise misrepresents yourself, your age, or your affiliation with any person or entity.

 

  1. Includes forged headers or otherwise manipulates identifiers in order to disguise the origin of User Content or other materials transmitted to or through the Platform.

 

  1. Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose.

 

  1. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

 

  1. May expose CRS, other users, or minors any harm or liability of any type, in any way.

 

  1. “Stalks” or otherwise harasses another user or employee of the Platform.

 

  1. Restricts or inhibits any other person from using or enjoying the Platform.

CRS reserves the right to monitor all User Content and to remove any User Content for any reason, in its sole discretion.   CRS reserves the right to decide whether User Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. CRS may remove such User Content and User Submissions and/or terminate a User’s Account or Registration for uploading such material in violation of these Terms of User at any time, without prior notice and at its sole discretion.

  1. Copyright Infringement Notification

CRS respects the intellectual property rights of others. CRS does not endorse any User Submission, or any opinion, recommendation, or advice expressed therein, and CRS expressly disclaims any and all liability in connection with User Content and Submissions. CRS does not permit copyright infringing activities and infringement of intellectual property rights on its Platform and will remove all User Content and User Submissions if properly notified that such User Content or User Submission infringes on another’s intellectual property rights. CRS reserves the right to remove User Content and User Submissions without prior notice.

If you believe that content appearing on the CRS Platform has copied your work in a way that constitutes copyright infringement, please provide CRS’s copyright agent with the information specified below in the form of a “Notification of Alleged Infringement.” It is CRS’s policy to respond to clear Notifications of Alleged Infringement, and our policy is designed to make submitting Notifications of Alleged Infringement as straightforward as possible while reducing the number of Notifications that we receive that are fraudulent or difficult to understand or verify.

If you are concerned about the removal of or blocked access to your content, please provide CRS’s copyright agent with a “Counter-Notification.”  The process specified below is consistent with that provided under the Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Website at http://www.copyright.gov.

  1. DMCA NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT

If you believe that any material on the Platform infringes upon any copyright that you own or control, you may file a copyright infringement notification with us.  To file a copyright claim, please send a written notification to us via email at info@carolsromanshades.com or via U.S. Postal mail:

 

CAROL’S ROMAN SHADES
130 Mason Circle, Unit K,
Concord, CA 94520.

 

In your notification please:

 

  1. Identify the copyrighted work or works you claim has been infringed.

 

  1. Identify the material on the Platform that you claim is infringing or is the subject of infringing activity and that is to be removed; please include information reasonably sufficient to permit us to locate the material.

 

  1. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted.

 

  1. Provide a statement that the information you have provided is accurate and that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.

 

  1. Confirm you are the owner, or authorized to act on behalf of the owner, of the copyrighted work that has been infringed.

 

  1. Provide your contact details, including an email address.

 

  1. DMCA COUNTER-NOTIFICATION

If you believe that your User Submission which was removed from our Platform in response to a Copyright Infringement Notification is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to post and use the content in your User Submission, you may send a counter-notice to CRS containing the following information:

 

  1. Identification of your User Submission which was removed.

 

  1. A statement that you have a good faith belief that the content was removed as a result of a mistake or misidentification of the content.

 

  1. Your name, address, telephone number and email address, Your physical or electronic signature.

 

  1. A statement that you consent to the jurisdiction of the federal court in California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

 

 

  1. Disclaimers

 

  1. WARRANTY DISCLAIMER

 

The Platform, Content, and materials and the products on this Platform are provided as is and without any representation or warranty, whether express, implied or statutory.  CRS is not making any promises of any kind, including about the Platform’s accuracy, adequacy, usefulness, reliability or otherwise.  TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, CRS IS NOT RESPONSIBLE OR LIABLE FOR ANY USER CONTENT POSTED ON THE PLATFORM.    

 

CRS hope you enjoy and get the full benefit of the Platform.  However, we do not guarantee any results. Although CRS will use reasonable efforts to provide an accurate site/services, all aspects thereof are provided as is with all faults and as available. To the extent possible, CRS will employ reasonable efforts to correct any defects or other errors on the Platform. You agree that we may promptly correct any error that we discover. You agree to provide any additional consent necessary to correct any errors that occur.

 

However, CRS and its officers, directors, employees and third party suppliers (collectively, Carol’s Roman Shades, Inc.) disclaim any and all representations, warranties or guarantees of any kind, whether express, implied or statutory, the site, services, any documentation provided or made available to you, and any other products and related materials and/or services provided to you by any of the solar mosaic parties, including, but not limited to, any warranties:

 

  1. as to title, merchantability, fitness for ordinary purposes, fitness for a particular purpose, non-infringement, system integration, and workmanlike effort;

 

  1. the quality, accuracy, timeliness or completeness of the site or services or any aspect thereof;

 

  1. those arising through course of dealing, course of performance or usage of trade;

 

  1. the site or services conforming to any function, demonstration or promise by any CRS parties; and

 

  1. that access to or use of the site and/or service will be uninterrupted, error-free, or that the Platform is free of viruses or anything else harmful. You are solely responsible for any damage to your Device resulting from accessing the Platform, to the extent applicable law does not provide otherwise.

 

Any reliance upon the site and/or services is at your own risk and the CRS parties make no warranties. These disclaimers are independent of any other term in these terms of use.

 

  1. LIMITATION OF LIABILITY

 

You agree that all access and use of the Platform and its Content, as well as materials and the products on this Platform is at your own risk, and that he Platform, Content, are provided as is. CRS WILL NOT BE HELD LIABLE FOR ANY DEFECTS, FAULTS, INTERRUPTIONS OR DELAYS IN THE OPERATION OR TRANSMISSION, PRODUCT, AND/OR OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PLATFORM/SERVICES.

 

Neither CRS, nor any third party involved in creating, producing or delivering the Platform, has or will have any responsibility for any consequences relating, directly or indirectly, to any action or inaction that you may take based on the Platform, or any aspect thereof.  In no event shall CRS, the Platform, our licensors, suppliers, and Content providers be liable for any damages, including, without limitation, direct, indirect, incidental, consequential, special, exemplary and special damages or damages resulting from lost profits or lost data, or business interruption that result from the use of, or the inability to use the Platform or the performance of the product purchased through the platform, or the conduct other Platform users, or any other activity in connection with the use of the Platform, regardless of the form of action or the basis of the claim, whether based on warranty, contract, tort, strict liability or any other legal theory, and whether or not a party has been advised of the possibility of damages. ALL OF THESE LIMITATIONS APPLY REGARDLESS EVEN IF CRS OR ITS REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   You assume total responsibility for your use of the platform. You specifically acknowledge that the above Parties shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.  Your only remedy against CRS in connection with any damages arising from your use of the Platform or any Content is to stop using the platform.

If, for any reason, CRS shall be found to be liable, our aggregate liability to you or any other party or parties claiming with, under or through you, shall be limited to U.S. $100.00, notwithstanding any claim that such remedy fails of its essential purpose. No claim or action arising from or concerning the Platform, Content, or otherwise hereunder may be brought later than one (1) year from the date the claim or cause of action has arisen.

Some jurisdictions do not allow the disclaimer of certain types of damages or liability in whole or in part with respect to consumer agreements and although the exclusions, limitations and disclaimers in these Terms of Use shall always be construed to take full advantage of their meaning to the extent permitted by law. You should consult your own legal advisor should you wish to determine the laws and regulations that apply to you. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

The Platform is operated and offered in the United States of America. CRS makes no representations that the Platform, Content, User Content and/or User Submissions is/are appropriate, available for use, may be transmitted, used, or installed in other locations outside of the United States. Those who access or use the Platform from other jurisdictions do so at their own volition and are responsible for compliance with local law.

  1. INDEMNIFICATION

 

You agree to indemnify, defend, and hold harmless the CRS parties from and against any and all third-party actions, suits, claims and/or demands and any associated losses, expenses, obligations, damages, costs or debt, and other liabilities (including reasonable attorney’s fees), arising from, without limitation:

 

  1. You use, misuse, and access to the Platform or any claim that your User Content caused damage to a third party;

 

  1. Your violation of these Terms of Use; and/or

 

  1. Your violation of any third party right, including with out limitation any copyright, trademark, property, publicity or privacy right.

 

You will cooperate as fully as reasonably required in the defense of any such claim or demand. CRS and any third party involved in creating, producing or delivering the Platform reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you will not in any event settle any such matter without our prior written consent and any such third party.  This defense and indemnification obligation will survive the termination, expiration, or cancellation of these Terms of Use and your use of the Platform.

 

  1. Additional Terms

 

You agree that this Platform is a passive platform solely based in California, USA, which does not give rise to personal jurisdiction over CRS in jurisdictions other than California.

 

You agree that the Platform, Terms of Use, Privacy Policy and any dispute between you and CRS shall be governed in all respects by California law, subject to the Federal Arbitration Act, without regard to choice of law provisions.  You expressly agree and personally submit to the exclusive jurisdiction of the state and federal courts of California, USA to adjudicate and resolve any dispute with CRS, its affiliates, subsidiaries, employees, contractors, officers, members, managers, telecommunication providers and Content providers or in any other way relating to the Platform, including Content and User Content.

Except where prohibited by applicable law, and without limitation to any statutory rights for consumers, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to the Platform (including but not limited to the purchase of CRS products) shall be resolved individually, without resort to any form of class action, and shall proceed in the Superior Court of the County of Contra Costa, State of California, or in the United States District Court, Northern District of California. You consent to waive all defenses of “lack of personal jurisdiction” and “inconvenient forum” with respect to venue and jurisdiction in the Superior Court of the County of Contra Costa, State of California, or in the United States District Court, Northern District of California.

These Terms of Use, together with the CRS Privacy Policy at and any other legal notices published by CRS on the Platform, shall constitute the entire agreement between you and CRS concerning the Platform, and supersede any and all other terms, representations, promises, or discussions. Only CRS has the authority to agree to amendments to these Terms of Use, and to be considered binding, any amendments must be in writing and executed by CRS.  If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and CRS’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

 

Your obligations under these Terms of Use are binding on your successors, legal representatives and assigns. You may not assign or transfer (by operation of law or otherwise) your right to use the Platform or any aspect hereunder, in whole or in part, without our prior written consent. CRS may assign its rights and duties under these Terms of Use to any party at any time without notice to you, unless notice to you is required by applicable law, but this will not affect your rights or our obligations under these Terms of Use.

CRS reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Platform following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.

These Terms of Use expressly exclude and disclaim the terms of the U.N. Convention on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving CRS or the Platform.

  1. Disputes and Arbitration

We encourage you to contact our Customer Service department if you have concerns or complaints about the Platform. Generally, customer complaints can be satisfactorily resolved in this way. If we cannot resolve your concerns informally, disputes between you and CRS shall be resolved pursuant to this Section.

For all disputes and claims, whether pursued in court or arbitration, you must first give CRS an opportunity to resolve your dispute or claim by sending a written Notice of Dispute (the “Notice”) to CRS at the following address:

CAROL’S ROMAN SHADES, INC.

Attn: President
130 Mason Circle, Unit K
Concord, CA 94520

 

The Notice shall:

  1. describe the nature and basis of the dispute or claim; and
  2. set forth the specific relief sought (a “Demand”).

If you and CRS do not reach an agreement to resolve the dispute or claim within 30 days after Notice is received, you or CRS may commence an arbitration proceeding.  Notwithstanding any provision in these Terms of Use to the contrary, CRS agrees that is CRS makes any change to this arbitration provision, such change will not be applicable to any dispute to which you had previously provided Notice to CRS.

You and CRS agree to arbitrate all disputes and claims (including the interpretation and scope of this clause, and the arbitrability of the dispute or claim) relating to the Platform, including, without limitation, all claims arising out of or relating to your relationship to CRS, these Terms of Use, and any aspect of your use of the Platform, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, that arose either before or during this, or any prior, version of these Terms of Use, or that may arise after termination these Terms of Use, termination of your account, termination of your use of the Platform, or termination of your relationship with CRS.  Further, any claims that are currently the subject of purported class action litigation in which you are not a member of a certified class shall also be subject to arbitration.  During the arbitration, the amount of any settlement offer made by CRS or you during the 30 days following receipt of your Notice shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or CRS is entitled.

Arbitration is more informal than a lawsuit. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. Under this Agreement, arbitrators can award the same individual relief affecting individual parties that a court can award, including damages and an award of attorneys’ fees, if the applicable law allows. BY AGREEING TO RESOLVE DISPUTES THROUGH ARBITRATION, YOU AND CRS AGREE TO EACH UNCONDITIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY OR COURT (except small claims court). Instead of arbitration, either party may bring an individual action in a small claims court for disputes or claims that are within the scope of the small claims court’s authority.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The arbitration will be governed by the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes (collectively, the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use and will be administered by the AAA. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator is bound by the terms of these Terms of Use. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms of Use, including but not limited to, any claim that all or any part of these Terms of Use are void or voidable.  Arbitration will proceed at a location that the arbitrator selects within 100 miles of CRS headquarters in Concord, California, unless you and CRS agree otherwise.

The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction.

The payment of all AAA filing, administration and arbitrator fees for any arbitration initiated hereunder will be governed by the AAA Rules.  In the event that you are able to demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to costs of litigation, CRS will pay as much of your arbitration filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. CRS also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration. However, CRS will not pay your share of the arbitration fees if the arbitrator finds that either your claim or the relief sought is frivolous or brought for an improper purpose, as measured by the standards of Federal Rule of Civil Procedure 11(b).

YOU AND CRS AGREE THAT ANY CLAIMS BROUGHT BY YOU OR CRS WILL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND WILL NOT BE BROUGHT AS A CLASS, REPRESENTATIVE, COLLECTIVE OR PRIVATE ATTORNEY GENERAL ACTION. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. You and CRS agree to seek only such individual relief – whether in the form of individual damages, an individualized injunction, or other non-monetary individual relief – as is necessary to resolve any individual injury that either you or CRS has suffered or may suffer.  The requirement that claims be brought in binding arbitration only in an individual capacity and not as a representative, private attorney general, or class member (“Class Action Waiver”) is non-severable. If the Class Action Waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, with the following exception:  in the event the Class Action Waiver is found to be unenforceable, or in the event the agreement to arbitrate is found to not apply to a dispute, that such action between you and CRS shall proceed in the Superior Court of the County of Contra Costa, State of California, or in the United States District Court, Northern District of California.

If you do not want to be bound to this agreement to arbitrate, you must opt out of it within 30 days of it first becoming applicable to you (i.e., within 30 days of you first agreeing to a version of these Terms of Use containing an arbitration agreement). To opt out of this agreement to arbitrate, you must send a letter, postcard, or email with means to verify receipt to CRS, to the attention of the “Legal Department” and state that you do not want to be bound by this arbitration agreement.

Contact details for this purpose are as follows:

CAROL’S ROMAN SHADES, INC.

Attn: President
130 Mason Circle, Unit K
Concord, CA 94520

 

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