These Terms of Service (this “Terms”) is a binding agreement between you (collectively, together with each and every person whom you allow access to the Platform (defined below) using your Platform User ID or PIN, “User,” “you,” or any pronoun similar to “you”) and LUVSEATS, LLC, a Nevada limited liability company (“LUVSEATS,” “we,” “us,” “our,” or such similar terms). This Agreement governs your use of (i) the LUVSEATS’s “LUVSEATS” mobile application platform on your Mobile Device, (ii) and LUVSEATS’s website www.LUVSEATS.com (including all related programming and documentation, the “Platform”).
BY CLICKING THE “AGREE” BUTTON, DOWNLOADING OUR MOBILE APPLICATION, OR OTHERWISE ACCESSING THE PLATFORM OR THE GOODS OR SERVICES DELIVERED OR PROVIDED BY THE PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, USE OR OTHERWISE ACCESS THE PLATFORM AND DELETE ANY INSTANCE OF IT OR ITS CONTENT FROM YOUR MOBILE DEVICE.
By creating a LUVSEATS account for your minor child or ward, you hereby agree and consent to the Agreement on the minor’s behalf, and you hereby assume any and all responsibility and liability for the minor’s use of the Platform. You will be responsible for any breach of the above representations, warranties, covenants, or agreements in this Agreement or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor.
1. Content and License Terms. “Content” includes any text, message, data, photograph, image, graphic, information, audio/video files or other material in, by, through or in connection with the Platform and the related trademarks, service marks, logos, insignias and other intellectual property contained therein. As between you and LUVSEATS, Content in the Platform, is owned by or licensed to LUVSEATS, subject to copyright and other intellectual property rights under the law.
1.1 Subject to the terms of this Agreement, LUVSEATS grants you a limited, revocable, non-exclusive and nontransferable license to:
1.1.1 download, install and use the Platform and access Content for your personal, non-commercial use on a Mobile Device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Platform’s documentation; and
1.1.2 access, stream, download and use on a Mobile Device, or other personal computing device, the Website Content and Services (as defined in Section 7) made available in or otherwise accessible in or through the Platform, strictly in accordance with this Agreement and the Website Policies applicable to such Website Content and Services as set forth in Section 7.
1.2 Content, including any User Content (defined below), and services provided in or through the Platform are provided to you “as is” in connection with your use of the Platform. Except as expressly stated in this Agreement, you are not granted any right or license, by implication, estoppel, or otherwise, in or to any patent, service mark, trademark, copyright, or proprietary right of LUVSEATS or any third party, in connection with your use of the Platform and any Content provided by LUVSEATS or any third party through or in the Platform. Elements of the Platform, including page headers, custom graphics, logos, sounds, images and button icons, are protected by trade dress and other state and federal laws and may not be copied or imitated in whole or in part. Violation of this Agreement, including without limitation modification or use of Content in the Platform for any purpose other than those permitted in this Agreement, shall result in the automatic termination, without notice to you, of your license to access and use the Platform, and also may constitute the infringement of LUVSEATS’s copyright, service mark, trademark and/or other rights. You shall not attempt to access any other of LUVSEATS’s systems, programs or data that are not made available for public use.
1.3 LUVSEATS has and will retain sole control over the operation, provision, maintenance and management of the Platform. User has and will retain sole control over the operation, maintenance and management of, and all access to and use of, User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by User or through the use of third-party services (“User Systems”), and sole responsibility for all access to and use of the Platform and services delivered thereby (the “Services”) by any person by or through the User Systems or any other means controlled by User, including any: (i) information, instructions or materials provided by any of them to the Platform, Services, or LUVSEATS; (ii) results obtained from any use of the Platform or Services; and (iii) conclusions, decisions or actions based on such use.
1.4 LUVSEATS makes no representation or warranty regarding how and when the Services will deliver any specific content, and there is no guarantee that you will be able to properly view inputted data through the Platform. It is LUVSEATS’s goal to deliver unmatched content and quality, however, please be advised that LUVSEATS cannot guarantee that technical difficulties will not occur during the download and/or streaming of the Services.
2. License Restrictions. User may not and agrees User will not:
(a) Copy, reproduce, republish, upload, post, transmit, or distribute in any way the Platform or any Content without LUVSEATS’s written permission, other than as expressly allowed by LUVSEATS hereunder.
(b) Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Platform or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform.
(c) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Platform, including any copy thereof.
(d) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Platform or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time.
(e) 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 Content.
(f) Transmit through, in or by the Platform, any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature.
(g) Use any data scraping, mining, robots, spiders, or similar data gathering and extraction methods within the Platform or in any way reproduce or
circumvent the navigational structure or presentation of the Platform or its Contents without LUVSEATS’s prior written consent.
(h) Use any “hidden text” without LUVSEATS’s express written consent.
(i) Take any action that imposes or may impose (in LUVSEATS’s sole discretion) an unreasonable or disproportionately large load on LUVSEATS’s (or LUVSEATS’s third-party providers’) infrastructure.
(j) Duplicate or create multiple user accounts in an attempt to circumvent LUVSEATS’s security and privacy measures and policies.
(k) “Frame” or “mirror” any part of the Platform.
(m) Use the Platform or Content for any unlawful purpose.
(n) Use or make available the Platform as an Application Service Provider (ASP).
(o) Post User Content in or in or through the Platform that violates the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
(p) Use the Platform for any unlawful purpose or any purpose which may violate the terms upon which Third-Party Materials are sublicensed to you hereunder.
(q) Post Content in or through the Platform that includes any “Prohibited Content.” “Prohibited Content” includes, but is not limited to, any Content that: (i) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (ii) is bigoted, hateful, or racially or otherwise offensive; (iii) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; (iv) is harmful or can reasonably be expected to be harmful to any person or entity; (v) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them; (vi) infringes or violates any right of a third party including right of privacy, right of publicity, copyright, patent, trademark, service mark, trade secret or other proprietary or contractual rights; (vii) is commercial, business-related or solicits or advertises or offers to sell any products or services, whether or not for profit; (viii) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Platform or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Platform; (ix) does not generally pertain to the designated topic or theme of the relevant application, message board, public forum or blog; (x) violates any specific restrictions applicable to the application, message board, public forum or blog; or (xi) is antisocial, disruptive, or destructive, including “spamming,” “flooding,” and “trolling” as those terms are commonly understood and used in connection with the Internet.
3.1 User is responsible for identifying and authenticating all persons using or with access to User’s User ID or PIN (each an “Authorized User”), for approving access by such users to the Platform and Services, for controlling against unauthorized access by such users or any other party through User Systems, and for maintaining the confidentiality of usernames, passwords and account information. The LUVSEATS is not responsible for any harm caused by users of an User’s account, including individuals who were not authorized to have access to such account. User is responsible for all activities that occur under such User’s usernames, passwords or accounts or as a result of such User’s or User’s Authorized Users’ access to the Platform Services, and agree to notify the LUVSEATS immediately of any unauthorized use.
3.2 User has and will retain sole responsibility for: (i) all of User’s data, including its content and use; (ii) all information, instructions and materials provided by or on behalf of User or any Authorized User in connection with the Platform or Services; (iii) User Systems; (iv) the security and use of User’s and its Authorized Users’ access credentials; and (v) all access to and use of the Services and LUVSEATS Materials directly or indirectly by or through the User Systems or its or its Authorized Users’ access credentials, with or without User’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.
3.3 User shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all User and Authorized User access credentials and protect against any unauthorized access to or use of the Platform or Services; and (ii) control the content and use of User’s data, including the uploading or other provision of User’s data for processing by the Platform.
4. Reservation of Rights. You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. LUVSEATS and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Platform, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
8. Limitations on Use. You acknowledge that LUVSEATS may establish limits concerning use of the Platform and reserves the right at any time to modify or discontinue the Platform, your access to the Platform, or any part thereof, with or without notice, including but not limited to the functionality or hours of availability, the equipment needed for its access or use, or its pricing. LUVSEATS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform or access to it. YOU ACKNOWLEDGE THAT COMPANY IS NOT RESPONSIBLE OR LIABLE FOR YOUR USE OF ANY OF THE PLATFORM OR SERVICES. You acknowledge that any limitations on the Platform will not be cause for a refund for any of LUVSEATS’s services or products, except as expressly provided herein.
9.1 LUVSEATS may from time to time in its sole discretion develop and provide updates to the Platform, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that LUVSEATS has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
9.1.1 the Platform will automatically download and install all available Updates; or
9.1.2 you may receive notice of or be prompted to download and install available Updates.
9.2 You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
10. Ownership of Content.
10.1 Platform Content. This Platform is owned and operated by LUVSEATS. All right, title and interest in and to Content provided in or through the Platform, including but not limited to information, documents, logos, graphics, sounds, page headers, button icons, service marks, trade dress, trademarks and images are owned either by LUVSEATS or by third-party authors, developers, or vendors and licensed to LUVSEATS (“Third-Party Providers”). Content and materials provided in or through the Platform are intended to facilitate your personal use and enjoyment of the Platform. Except as otherwise expressly provided by LUVSEATS, Content not may be republished, reproduced, uploaded, displayed, posted, distributed, or transmitted, in any way, including without limitation in or on any other website, application or in a networked computer environment, and nothing in the Platform shall be construed to confer any license under any of LUVSEATS’s intellectual property rights, whether by implication, estoppel, or otherwise. Subject to your compliance with this Agreement, you may download copies of any Content required to be downloaded in connection with the Platform you desire, and you may use such downloaded Content solely for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained on such documents. LUVSEATS cannot guarantee that technical difficulties will not occur during the download of Content or that Content will download successfully. You further acknowledge that you do not acquire any ownership rights by using the Platform, Content or content provided by any third party. Any rights not expressly granted herein to you are hereby reserved by LUVSEATS.
10.2 Copyrights. All of the Platform’s designs, graphics, and the selection and arrangement thereof, are owned by LUVSEATS. Copyright © 2021, LUVSEATS, LLC. ALL RIGHTS RESERVED.
10.3 Trademarks. “LUVSEATS Lending,” LUVSEATS’s logo, and all images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of LUVSEATS. All other trademarks, service marks, product names and company names or logos cited herein are the property of their respective owners. The trademarks, logos, and service marks displayed in the Platform (collectively the “Trademarks”) are the registered and unregistered trademarks of LUVSEATS, LUVSEATS’s licensors and suppliers, and others. Nothing contained in the Platform should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks without the express written permission of LUVSEATS, LUVSEATS’s licensors or suppliers, or the third-party owner of any such Trademark. Misuse of any Trademarks is prohibited, and LUVSEATS will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
11. Third-Party Materials and User Content.
11.1 The Platform may incorporate, integrate, display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that LUVSEATS is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. LUVSEATS does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use of them are entirely at your own risk and subject to such third parties’ terms and conditions.
11.2 We neither endorse nor are responsible for messages or statements, or for any opinion, advice, information or other utterance made or displayed in the Platform by third parties, whether such third parties are visitors to the Platform, members, or others. The opinions expressed in the third party content reflect solely the opinion(s) of the participants and may not reflect the opinion(s) of LUVSEATS. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will LUVSEATS or LUVSEATS’s affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained through the Platform. If notified by a user of User Content posted in the Platform by you that allegedly does not conform to this Agreement, LUVSEATS may in its sole discretion investigate the allegation and determine in good faith and in its sole discretion whether to remove such User Content. FOR THE AVOIDANCE OF DOUBT, LUVSEATS HAS NO RIGHT TO MODIFY ANY CONTENT POSTED THROUGH OR BY USE OF THE PLATFORM TO ANY THIRD PARTY APPLICATION OR WEBSITE, AND LUVSEATS WILL NOT REVIEW ANY SUCH USER CONTENT.
11.3 LUVSEATS does not claim any ownership rights in Content that you post on the Platform or by use of or through the Platform (collectively “User Content”) in any form. . After posting your User Content to or through the Platform, you continue to retain any such rights that you may have in your User Content, subject to the license herein. By displaying or publishing any User Content on or through the Platform, you hereby grant to LUVSEATS and its designees an assignable license to use, publicly perform, publicly display, reproduce, and distribute such User Content solely in connection with LUVSEATS’s business, including, without limitation, for demonstration purposes, in LUVSEATS’s sole discretion.
11.4 Further, for User Content uploaded on the Platform (BUT NOT TO THIRD PARTY WEBSITES AND APPLICATIONS), this license shall also grant to LUVSEATS the right, but not the obligation or duty, to modify, delete from, add to such User Content. This license shall be non-exclusive, irrevocable, fully-paid and royalty-free, sublicensable, worldwide, and perpetual. None of the User Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any User Content. If LUVSEATS does decide, in its sole discretion, to attribute User Content to you, you hereby grant LUVSEATS the right to use your user name with respect to such attribution, and waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your user name. LUVSEATS may reject, refuse to post or delete any User Content on Interactive Boards for any or no reason, including User Content that in the sole judgment of LUVSEATS violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity.
11.5 LUVSEATS assumes no responsibility for monitoring the User Content posted to the Platform and its Interactive Boards for Prohibited Content or inappropriate or offensive conduct. If at any time LUVSEATS chooses, in its sole discretion, to monitor the Platform, LUVSEATS nonetheless assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of the user submitting any such User Content.
11.6 YOU ARE SOLELY RESPONSIBLE FOR THE USER CONTENT THAT YOU POST ON THE PLATFORM OR BY USE OF OR THROUGH THE PLATFORM, AND ANY MATERIAL OR INFORMATION THAT YOU TRANSMIT TO OTHER PARTIES AND FOR YOUR INTERACTIONS WITH OTHER PARTIES (INCLUDING BUT NOT LIMITED TO THIRD-PARTY PROVIDERS).
11.7 LUVSEATS is and shall be under no obligation to (1) pay to user any compensation for any User Content, (2) review or modify any User Content, (3) respond to any User Content, or (4) post any User Content to the Platform.
12. Making Purchases.
12.2 You represent and warrant that all information you provide, including but not limited to all information concerning your name, address, credit card number, and other identifying information of any nature will be true, complete and correct, and that you will update all information as it changes. You agree that you will only use credit cards belonging to you or an affiliated company. You further agree that you will not attempt to conceal your identity by using multiple Internet Protocol (“IP”) addresses or email addresses to use or to purchase LUVSEATS products or services. You grant LUVSEATS the right to provide third parties with any information you submit for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
13. Pricing and Fees. Prices posted in the Platform represent the fees which are payable to LUVSEATS for your use of and/or access to certain services and/or Content. You agree to pay all charges to your account, including applicable taxes, in accordance with billing terms in effect at the time a charge is made. We reserve the right to institute new fees or charges effective upon notice in the Platform. When prompted to do so, you must provide us with valid payment information. If payments cannot be processed or are returned for any reason, we reserve the right either to suspend or terminate your order, thereby terminating all further obligations by LUVSEATS.
14. Digital Millennium Copyright Act.
14.1 If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing LUVSEATS’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
14.1.1 A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right
14.1.2 Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
14.1.3 Identification of the material that is claimed to be infringing that is the subject of infringing activity and that you are requesting to be removed or access to which is to be disabled and information reasonably sufficient to permit LUVSEATS to locate the material;
14.1.4 Information reasonably sufficient to permit LUVSEATS to contact you, such as an address, telephone number, and, if available, an electronic mail;
14.1.5 A statement 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; and
14.1.6 A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14.2 LUVSEATS’s designated Copyright Agent to receive notifications of claimed infringement is _____________________________________1. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to LUVSEATS’s customer service to info@LUVSEATS.com. You acknowledge that if you fail to comply with all of the requirements of this Section 14, your DMCA notice may not be valid.
15. Term and Termination.
15.1 The term of this Agreement commences when you download the Platform and will continue in effect until terminated by you or LUVSEATS as set forth in this Section 15.
15.2 You may terminate this Agreement by deleting your User ID, deleting the Platform and all copies thereof from your Mobile Device, and ceasing use of the Website.
15.3 Notwithstanding anything to the contrary in this Agreement, LUVSEATS reserves the right, without notice and in LUVSEATS’s sole discretion, to suspend or terminate your ability to use the Platform (which would include deleting or deactivating your account, blocking your email or IP address, and/or blocking or preventing your future access to and use of the Platform). You agree that LUVSEATS shall not be liable to you or any third party for any suspension or termination of your access to the Platform. Further, you agree not to attempt to use the Platform after said suspension or termination unless you have received prior written permission from LUVSEATS.
15.4 Upon termination:
15.4.1 all rights granted to you under this Agreement will also terminate;
15.4.2 you must promptly destroy all Content downloaded or otherwise obtained from the Platform, as well as all copies of such Content, whether made under this Agreement or otherwise; and
15.4.3 you must cease all use of the Platform and delete all copies of the Platform from your Mobile Device and account.
15.5 Termination will not limit any of LUVSEATS’s rights or remedies at law or in equity.
16. Disclaimer of Warranties. No representations or warranties, express or implied, are given regarding Content or your use of the Platform. If you are not satisfied with LUVSEATS’s service please contact our customer service department at info@LUVSEATS.com. Without limiting the generality of the foregoing, you agree that use of the Platform, Content and the Services hereunder, including without limitation User Content, is entirely at your own risk. LUVSEATS assumes no responsibility for errors or omissions in the Platform or Content, including any User Content, or any third-party application. The Platform and Content are provided on an “as is” or “as available” basis, without any warranties of any kind. LUVSEATS does not warrant the quality, accuracy, security, reliability, completeness, or timeliness of the Platform, Content, the services, or any other information, text, graphics, links or other items contained within Content or any third-party application. To the fullest extent permitted by law LUVSEATS disclaims any warranties for and does not assume any responsibility for any incompleteness, errors, security, reliability, timeliness, viruses, harmful components or effects, vulnerabilities, bugs, problems, omissions, inaccuracies or other limitations in, or interruptions in the operation of the Platform, Content, the services hereunder, or any other information, text, graphics, links or other items contained within Content or any third-party application, or any other services or goods received through or advertised in the Platform, or accessed through any links in the Platform. All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law, LUVSEATS makes no commitment to update the information, including Content contained in, and sold through, the Platform. You acknowledge that you are responsible for obtaining and maintaining all telephone, computer hardware and/or other equipment needed to access and use the Platform, and all charges related thereto. Your use of the Platform, Content and/or any of the services or products provided through the Platform or any third-party application are entirely done so at your own risk.
17. Limitations of Liability. Under no circumstances shall LUVSEATS, its affiliates, officers, directors, advisory board members, employees, shareholders, members, managers, licensors, suppliers, advertisers, sponsors, attorneys or agents, and their respective successors and assigns (“LUVSEATS Parties”) be liable to you or any third party under any contract, negligence, strict liability or other theory arising out of or relating in any way to the Platform, the services, including without limitation Content, User Content, contained in the Platform, or any other linked website or application or any product or service purchased through the Platform or any other site, for any direct, indirect, incidental, punitive, special, consequential or exemplary damages (even if LUVSEATS has been advised of the possibility of such damages), including without limitation, damages for loss of business, loss of data or lost profits) resulting from any aspect of your use of the Platform or the services hereunder, including without limitation Content, whether the damages arise from use or misuse of the Platform or the services, from inability to use the Platform or the services hereunder, or the interruption, suspension, modification, alteration, or termination of the Platform or the services hereunder. Such limitation shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the Platform or the services hereunder or any links in the Platform, as well as by reason of any information received through or advertised in connection with the Platform or the services or any links in the Platform. These limitations shall apply to the fullest extent permitted by law. If your use of Content from the Platform results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof. To the extent that the foregoing limitations on liability above are limited or restricted by law, your sole and exclusive remedy and LUVSEATS’s absolute limit of liability in connection with any lawsuit, claim or cause whatsoever directly or indirectly relating to or arising out of or relating in any way to the Platform and Content, whether based on contract, tort or any other legal theory of recovery, shall in all cases be strictly limited to the fees or purchase price paid by you directly to LUVSEATS in connection with such access to or use of the Platform and Content. You acknowledge and agree that, if the limitations of liability set forth above are limited or restricted by law, the exclusive remedy set forth in this Section 17 shall be your sole remedy even if such remedy fails in its essential purpose for any reason whatsoever, and in no event shall LUVSEATS be liable for any direct, indirect, incidental, punitive, special, consequential or exemplary damages (even if LUVSEATS has been advised of the possibility of such damages), to you or any third party.
19. Essential Basis of Bargain. YOU ACKNOWLEDGE THAT LUVSEATS HAS SET ITS PRICES AND PROVIDED ACCESS TO OR USE OF THE PLATFORM, THE SERVICES, OR CONTENT INTEGRATED THEREIN, AND/OR ANY CONTENT IN RELIANCE OF THE LIMITATIONS OF LIABILITY, THE DISCLAIMERS OF WARRANTIES AND DAMAGES, AND THE INDEMNITY SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS UPON WHICH THIS AGREEMENT IS ESTABLISHED, AND UPON WHICH LUVSEATS HAS PROVIDED TO YOU ACCESS TO OR USE OF THE PLATFORM, THE SERVICES AND/OR CONTENT. YOU AGREE THAT THE LIMITATIONS OF LIABILITY, THE DISCLAIMERS OF WARRANTIES AND DAMAGES, AND THE INDEMNITY SET FORTH HEREIN IN SECTIONS 16-18 WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
20. Promotional Offers, Contests and Sweepstakes. LUVSEATS may from time to time offer participation in promotional offers, contests and sweepstakes in the Platform. Your participation in these offers, contests and sweepstakes is governed by the express rules applicable to each such offer, contest or sweepstakes.
21. Force Majeure. LUVSEATS expressly disclaims all, and assumes no, responsibility for problems relating to the Platform or the delivery of Services that are beyond LUVSEATS’s reasonable or actual control, including, without limitation, natural disasters, storms, disruption of shipping channels or carriers, terrorism, regulations or governmental acts, fires, riot or civil disturbances, electrical power outages, computer viruses, strikes or general labor force disruptions, networking or Internet failures, or other failures affecting the Services.
22. Technical Support Issues. If you encounter a technical problem when attempting to print or otherwise access your completed form, or some other problem you may encounter in attempting to utilize the Platform, LUVSEATS’s customer service representatives may be able to assist you with your problem. If you contact LUVSEATS’s customer service representatives and request that a customer service representative assist you, the LUVSEATS will not be liable for any technical problems that may persist or arise with your Mobile Device (or other computing device) after doing so.
23. Inaccuracy. From time to time there may be information on the Platform that contains typographical errors, inaccuracies, or omissions. LUVSEATS may correct errors, inaccuracies, or omissions and change or update information at any time without notice. LUVSEATS apologizes for any inconvenience this may cause you. Notwithstanding anything else herein, you are not entitled to rely on any error, inaccuracy, or omission, and as such relate to quotations, pricing, or other aspects of Transactions, you hereby authorize LUVSEATS to charge the correct amounts to your account in each instance.
25. Construction. For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
26. No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Except with respect to Authorized User who agree to be bound by this Agreement, this Agreement, and the duties and obligations arising under it, may not be assigned by User. LUVSEATS may freely assign this Agreement.
27. Modifications and Updates of this Agreement and Acceptance. The agents, employees and contractors of LUVSEATS are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on LUVSEATS. LUVSEATS reserves the right to modify, add, alter or otherwise update this Agreement from time to time, and you are highly encouraged to review this Agreement from time to time. Each time you use the Platform, the current version of this Agreement will apply. In the event of any modification to or update of this Agreement, LUVSEATS will provide notice to you in accordance with this Agreement. You can determine whether this Agreement has been revised since your last use of the Platform by referring to the “Last Updated” legend at the bottom of this Agreement. Please read this Agreement carefully. Your use of the Platform after any modification to or update of this Agreement constitutes your acceptance to be bound by this Agreement in the form it then exists, including any modifications or updates. If at any time you do not accept all the terms and conditions contained herein, you must immediately discontinue use of the Platform and contact LUVSEATS regarding your voluntary termination of this Agreement.
28. This Agreement and the relationship between you and LUVSEATS shall be governed by the laws of the State of Nevada without regard to any conflicts of laws principles. Further, to the extent the arbitration provisions of this Agreement are void, unenforceable, or inapplicable, you agree that all actions or proceedings arising in connection with your use of the Platform and this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of Clark, State of Nevada. The aforementioned choice of venue is intended to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between you and LUVSEATS with respect to or arising out of this Agreement in any jurisdiction other than that specified in this Section. You hereby waive any right you may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulate that the State and Federal courts located in the County of Clark, State of Nevada shall have in personam jurisdiction and venue over you for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to your use of the Platform or this Agreement. You hereby authorize and accept service of process sufficient for personal jurisdiction in any action against you as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to (i) the use of the Platform or Content, or (ii) this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred. You also agree that this Agreement shall not be construed against the drafting party, i.e., LUVSEATS.
29. Equitable Relief. In addition, in the event of a breach of this Agreement by you, the LUVSEATS will, in addition to all other remedies available to it, be entitled to equitable relief by way of a temporary restraining order, or preliminary or permanent injunction and any other legal or equitable remedies. This provision will not be construed as a waiver of the rights which the LUVSEATS may have for damages under this Agreement or otherwise, and all of the LUVSEATS’s rights and remedies will be unrestricted.
30. No Non-US Representations. LUVSEATS makes no representation with respect to the laws of nations other than the United States, or that the Platform, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to purchase, install, and/or use the Platform do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. By using the Platform, visitors from outside of the United States of America acknowledge this Agreement and all matters related to the Platform are subject to the laws and regulations of the United States of America, subject to the governing law herein, and waive any claims that may arise under their own national laws.
31. Questions. If you have any questions, comments or complaints regarding this Agreement or the Platform, feel free to contact us at info@LUVSEATS.com.
32. Notice for California Users. Under California Civil Code Section 1789.3, California users of the Platform are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
33. Severability. If any non-material provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
34. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
35. Conflicting Terms. If you have been provided with a non-English translation of this Agreement, the English language version will govern your relationship with LUVSEATS, and will control in the event of a conflict. Any translation is provided, is provided solely for your convenience. In the event of a conflict between the terms of this Agreement and any work order, the terms of this Agreement control. In the event of any conflict between the terms of this Agreement and any amendment, addendum, or other modification to the Agreement promulgated or published by LUVSEATS, then the terms of the other document will control with respect to the applicable matters.
36. Consent to Phone and Email Contact, Notice, and Related Matters. LUVSEATS may call or text you or authorize others to call or text you on LUVSEATS’s behalf using any number you provide to LUVSEATS for any purpose. This consent shall supersede your registration of such number on any state or federal “do not call” lists. You are responsible for charges for incoming text messages on your phone. You may however, opt out of calls marketing LUVSEATS’s services by notifying LUVSEATS of your request to not be contacted by phone for marketing purposes. You agree that LUVSEATS may monitor or record your telephone conversations with LUVSEATS (whether LUVSEATS calls you, or you call LUVSEATS). If you do not wish your telephone conversations with LUVSEATS to be monitored or recorded, you should conduct your communications with LUVSEATS via email. LUVSEATS may email you or authorize others to email you on LUVSEATS’s behalf using any address you provide to LUVSEATS for any purpose, including marketing of LUVSEATS’s services. Similar to the phone marketing opt-out, you may opt out of receiving marketing and promotional emails by emailing your request to LUVSEATS. You authorize LUVSEATS to provide required notices to you through LUVSEATS’s Platform, in or on any bill or invoice provided to you, via email, or by any other communication permitted under applicable law. LUVSEATS may ask you to provide consents or authorizations, including by electronic means including email or via the Platform . Given the nature of the Platform, any such electronic agreement using your User ID and/or PIN shall operate as your direct consent or authorization, and you agree that LUVSEATS rely on such consent or authorization. Upon LUVSEATS’s request, you will provide LUVSEATS with a current email address that you regularly check so that LUVSEATS may provide notices and communications to you at that address. If you stop using that email address, you will provide LUVSEATS with a new address for such purposes.
37. Binding Arbitration.
37.1 If a Dispute arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will submit the detail of an alleged Dispute (defined below) to info@LUVSEATS.com.
37.2 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU AND LUVSEATS MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, AS SET FORTH BELOW.
37.3 Any claim, liability, demand, or other dispute among you and one (1) or more LUVSEATS Parties, as well as any controversy or claim arising out of or relating to this Agreement (in each case, a “Dispute”) will be settled by final and binding arbitration pursuant to this Section (the “Arbitration Provision”), unless you opt out as provided in this Section below. As used in this Arbitration Provision, “Dispute” expressly includes, without limitation, any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and one (1) or more LUVSEATS Parties (or persons claiming through or connected with them), on the other hand, relating to or arising out of this Agreement, the Platform, or the acts or undertakings arising or resulting from or in connection with any of the foregoing. For the avoidance of doubt, the scope, validity, or enforceability of this Arbitration Provision, or any part thereof, will be a Dispute under this Arbitration Provision.
37.4 Disputes are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Disputes include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
37.5 You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to LUVSEATS, LLC, ________________________________, Attention: “Arbitration Opt-Out”, to be received at the specified address within 30 days of the date of your initial electronic acceptance of the terms of this Agreement. The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf.
37.6 The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA’s web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.
37.7 If we elect arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that we (or the subsequent holder) pay them and we agree to do so. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
37.8 Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.
37.9 The provisions of this paragraph are referred to as the “Class Waiver.” NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Dispute of anyone other than a named party; nor (i) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Class Waiver, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Class Waiver shall be determined exclusively by a court and not by the administrator or any arbitrator.
37.10 This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
37.11 This Arbitration Provision shall survive (i) suspension, termination, modification, or amendment to this Agreement, (ii) the cessation, suspension, termination, or restriction of your use of the Platform, or (iii) the bankruptcy or insolvency of any party or other person. If any portion of this Arbitration Provision other than the Class Waiver is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in the Class Waiver are finally adjudicated pursuant to the last sentence of the Class Waiver to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Disputes or make awards beyond those authorized in this Arbitration Provision.
37.12 THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY DOES NOT OPT-OUT OF THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
LAST UPDATED: February ___, 2021