Last Updated Date: October 6, 2021
Welcome, and thank you for your interest in Italic. These terms of service (“Terms”) are between you and Italic, Inc. (“Italic,” “we,” “our,” or “us”), and establish the terms that apply to you when you use the Service (as defined below).
BY USING THE SERVICE OR BY CLICKING “I AGREE” YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS. We are constantly improving the Service, so these Terms may need to change as we do. Italic may change these Terms at any time, and if we do, we will make reasonable efforts to provide you with prior notice of any material changes to these Terms. Your continued use of the Service after any change to these Terms means that you accept the new version. You should consult these Terms each time you access the Service to view any changes. These Terms were last modified on the date indicated above.
AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING LEGAL@ITALIC.COM WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
1. Use of the Service.
A. Service. The “Service” includes Italic’s website located at https://www.italic.com (the “Site”) as may be updated, relocated, or otherwise modified from time to time; all content and services Italic makes available through the Site; and all intellectual property rights arising out of or related to the foregoing. Any person who accesses or uses the Service, whether on their own behalf or on behalf of any third party, is an “Italic User.”
B. License. Subject to your compliance with these Terms, Italic hereby grants you a non-exclusive, revocable, non-transferable right to access and view the Site to view and purchase products (the “Products”) and manage your membership.
C. Deactivation. Italic may, at any time and without notice to you: (1) restrict, deactivate, and/or terminate your access to the Service (or any portion thereof); or (2) terminate or modify the Service (or any portion thereof). Italic will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.
E. Subcontractors. Italic may use subcontractors or other third parties to perform its obligations under these Terms, but Italic will remain responsible for all such obligations.
2. Products and Membership.
A. Pricing. All prices for Products are quoted in U.S. Dollars. Product pricing is for information purposes only and prices and the availability of Products are subject to change without notice. While Italic strives to provide accurate Product and pricing information, pricing or typographical errors may occur. Italic cannot confirm the price of any Product until after an order is placed. If a Product is listed on the Site at an incorrect price or with incorrect information due to an error in pricing or Product information, Italic may, in its sole discretion, refuse or cancel any orders placed for that Product, regardless of whether the order has been confirmed and your account charged.
B. Orders. Italic may, in its sole discretion, refuse or cancel any order for any reason. Your receipt of an order confirmation does not constitute our acceptance of an order. Due to the customized nature of Products, you will be charged upon authorization of your payment method and verification of your order information for accuracy. Italic may require additional verifications or information before accepting any order. Italic may attempt to notify you by contacting the email, billing address, or phone number you provide if all or any portion of your order is canceled or if additional information is required. If your order is canceled after your payment has been received, Italic will issue a credit to your account in the amount of the charge. Italic may limit the sales of Products to any person, geographic region, or jurisdiction. Italic may limit the quantities of any Products that it offers and may discontinue any Product without notice. Italic does not warrant that the quality of any Products you purchase will meet your expectations.
C. Shipping and Returns. All orders placed through the Site and all returns are subject to our shipping and returns policies, described on the Help Center page (available at https://italic.com/help-desk). The risk of loss and title for all Products purchased by you and shipped by us pass to you upon our delivery to the carrier for shipment. The risk of loss and title for all Products purchased by you and shipped directly by one of our vendors pass from such vendor to you upon such vendor's delivery to the carrier for shipment.
D. Payment. Italic may offer you the ability to become a Bold member and pay a subscription fee (the “Subscription Fee”). Italic may provide you the option to activate recurring automatic payments for the Subscription Fee. Before you pay any fees, including before activating your subscription, you will have an opportunity to review the fees that you will be charged before you accept them. Your use of the Service may be subject to usage limits in accordance with the Service features you select. If you exceed your usage limits, extra charges may apply. All fees are in U.S. Dollars and are non-refundable.
E. Subscription Fee Authorization. If you activate a Bold membership, you authorize Italic or its third-party service providers to periodically charge, until cancellation, the Subscription Fee. If Italic changes the Subscription Fee, Italic will provide you advance notice of those changes and the opportunity to accept the changes. If you do not accept the changes, Italic may discontinue providing the Service to you.
F. Cancellation. You may disable recurring charges at any time by modifying your subscription preferences via any methods described in the Service. Italic does not provide refunds or credits for Bold Memberships, including for partially used billing periods.
H. Free Trials. Italic may offer a free trial period during which you can use the Service for a limited period of time. You can manage or cancel the trial subscription through any methods described in the Service.
I. Credits. Italic may offer you credits that you can use to purchase Products. The provision and use of credits are subject to the Italic Credit Program Terms, which are available at https://help.italic.com/hc/en-us/articles/4408140997524.
J. Colors. Italic makes reasonable efforts to display the colors of our products that appear on this Site as accurately as possible. However, since the actual colors you see depend upon your computer and monitor, we cannot guarantee that the colors displayed to you will be completely accurate.
3. Registration; Eligibility; Restrictions.
A. Italic Users. Italic might require you to complete a registration process to access certain parts of the Service. You must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form.
B. Accuracy of Information. You acknowledge that if you provide any information to us that is not current, complete, or accurate, Italic may terminate these Terms and your continued access and use of the Service. You agree to update your information if it is no longer current, complete, and accurate.
C. Eligibility. You represent and warrant that: (1) you are at least 18 years of age; (2) you have not been previously suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with all applicable laws. You are permitted to use the Service only in the United States.
D. Credentials. As part of the registration process, you might be asked to select a username, password, or other login credentials. You are responsible for maintaining the security and confidentiality of your login credentials. You agree to notify Italic immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at firstname.lastname@example.org. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You may not share your login credentials with any third party. Italic will not be liable for any loss that you incur as a result of someone else using your login credentials or account. You may be held liable for any losses incurred by Italic or a third party due to someone else using your account or login credentials.
E. Your Responsibilities. You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any third party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, you may not (and you may not allow or assist any third party to): (1) use, copy, modify, create derivative works, install, transfer, or distribute the Service, except as specifically described in these Terms and any usage limitations communicated to you; (2) rent, lease, or otherwise permit third parties to use the Service; (3) use the Service to provide services to third parties (e.g., as a service bureau or agency), including rebranding the Service; (4) circumvent or disable any security or other technological features of the Service; (5) probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures; (6) gain unauthorized access to the Service, to other Italic Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service; (7) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Service; (8) remove any proprietary notices or labels from the Service or any related materials; (9) use the Service to transmit any content that is offensive, harassing, libelous, abusive, threatening, hateful, harmful, or otherwise objectionable; (10) use the Service to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Service; (11) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or reproduce or circumvent the navigational structure or presentation of the Service or its contents; (12) reformat, mirror, or frame any portion of the Service; (13) harvest or collect information about other Italic Users without their prior written consent; (14) restrict, discourage, or inhibit any person from using the Service; (15) disclose personal information about a third party on the Service or obtained from the Service without the consent of such third party; (16) violate any applicable international, federal, state, or local laws, regulations; (17) use the Service in violation of Italic’s or any third party's intellectual property or other proprietary or legal rights; (18) express or imply that any statements you make are endorsed by us, without our prior written consent in each instance; or (19) use or access the Service to build a competing service. We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.
From time to time during the term of these Terms, Italic may disclose or make available to you information about its business. You acknowledge that all knowledge, information, and data provided by Italic to you that is not generally known or available publicly, whether or not marked, designated, or otherwise identified as “confidential” with respect to the business, operations and marketing of Italic’s products and services, and intellectual property of Italic that you may learn or discover, is confidential information of Italic and you will not use or disclose such confidential information to any third party without the prior written consent of Italic.
5. Consent to Electronic Communications.
B. You consent to receiving push notifications and marketing emails. If you wish to remove yourself from our email list, please use the unsubscribe link in any email received from us, or email us with “OPT-OUT”, “UNSUBSCRIBE”, “STOP”, or “REMOVE” in the subject line. Italic may also communicate with you via text message in accordance with the Mobile Program Terms of Service, available at https://italic.com/legal?section=mobile-program-terms-of-service.
6. Content Submitted to the Service.
A. By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, “Materials”), or by posting such Materials to any area of the Service, you grant Italic and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publish and publicly use such Materials in any media now known or hereafter developed to enhance and develop the Service, including by marketing and advertising the Service, without compensation to you; provided that we will never use your name in connection with any of your Materials that we use in our own advertising and marketing materials without providing prior notice to you. None of the Materials 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 Materials. Italic may remove or alter any Materials at any time for any reason. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Service by any Italic User. 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.
B. Under no circumstances will Italic and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Service. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Service.
C. The opinions expressed on the Service by Italic Users reflect solely the opinions of the Italic Users who post thereon and do not reflect the opinions of Italic. You acknowledge and agree that we have the right (but not the obligation) to monitor the Service and Materials; to alter or remove any Materials; and to disclose Materials and the circumstances surrounding their transmission to any third party in order to operate the Service properly; to protect ourselves, other Italic Users, and our visitors; and to comply with legal obligations or governmental requests. If you believe a message violates these Terms or any user policies we provide, please contact Italic immediately at email@example.com so that we can consider its editing or removal.
D. You are solely responsible for your Materials and the consequences of posting them on the Service. By posting Materials, you represent, warrant, and covenant that: (i) you are the creator and owner of the Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (ii) your Materials do not and will not (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (B) slander, defame, or libel any other person; (iii) your Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code; or (iv) unless you have received prior written authorization, your Materials specifically do not contain any confidential information of any third party. We reserve all rights and remedies against any Italic Users who breach these representations and warranties.
E. The Service may allow Italic Users to exchange messages (“Messages”) with each other. Sending Messages is a privilege, not a right, and Italic may terminate such privileges of any Italic User at any time and for any reason, without any liability to such Italic User. Harmful, obscene, or offensive communications are not welcome in any Messages. If an Italic User sends you an objectionable Message, please notify us by sending an email to firstname.lastname@example.org. You are solely responsible for the content of any Message you send. You agree that Italic may monitor Messages for compliance with these Terms, and Messages should not be considered confidential or proprietary. You hereby grant us a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable license to reproduce and transmit your Messages in connection with facilitating transfer to the intended recipient through the Service and for such other purpose as Italic may deem appropriate in its sole discretion.
7. Optional Third-Party Plugins and Services.
A. Third-Party Services. Italic and third parties may make available third-party products or services, including plugins, integrations, and related services (“Third-Party Services”) that you may elect to purchase or use. Any use by you of such Third-Party Services and any exchange of data between you and any Third-Party Service or Third-Party Service provider is solely between you and the applicable Third-Party Service provider. Italic does not warrant or provide support for Third-Party Services, whether or not they are designated by Italic as “recommended,” “certified,” or otherwise. Italic is not responsible for any violations of applicable law relating to Third-Party Services, or arising from your use of Third-Party Services.
B. No Guarantee. Italic does not guarantee the continued availability of any Third-Party Services (or any integration with Third-Party Services or related Service features), and if such Third-Party Services or related features are discontinued, you will not be entitled to any refund, credit, or other compensation. Depending on your location, certain Third-Party Services may not be available to you.
A. Italic IP. The Service, including any content, templates, modifications, enhancements, and updates, and all intellectual property rights therein (collectively, “Italic IP”), is owned by Italic and its licensors. No ownership rights in the Italic IP are transferred to you by these Terms. You do not have any rights in or to the Italic IP except for the limited express rights granted in these Terms.
B. Trademarks. You acknowledge that Italic has acquired, and is the owner of, common law or registered trademark rights in the names and word marks "Italic", and in the other marks and design marks displayed on the Service. You acknowledge that this name and these marks are famous and internationally known. You will not, at any time or for any reason, challenge the validity of, or Italic’s ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. You may not use our name or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing name and marks by you will inure exclusively to the benefit of Italic. All marks shown on the Service but not owned by Italic are the property of their respective owners.
C. Feedback. If you give Italic feedback, comments, or suggestions concerning the Products or Service (collectively, “Feedback”), you hereby assign to Italic all right, title, and interest in and to the Feedback, and Italic is free to use the Feedback without payment, attribution, or restriction.
9. Usage Data.
Italic may collect and analyze data relating to your use of the Service that is aggregated and/or deidentified in such a way that it is not associated with you (“Usage Data”) and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including information provided by third-party analytical tools). Italic may analyze, copy, process, collect, use, disclose, and reproduce Usage Data for any purpose, including for the purposes of: (1) complying with a regulatory inquiry or judicial action of a governmental body; and (2) improving the Service and developing new products, services, features, and functionality.
10. Claims of Copyright Infringement.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Italic infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
A. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
B. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
C. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Italic to locate the material on the Service;
D. the name, address, telephone number, and email address (if available) of the complaining party;
E. a statement that the complaining party has 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
F. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Italic a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to email@example.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
11. Term and Termination.
A. Term. The term of these Terms will commence on the date on which you first access or use the Service in any way and will continue so long as you continue to access or use the Service, unless earlier terminated by Italic.
B. Termination and Other Remedies. If you breach (or if Italic suspects you have breached) these Terms, Italic may, in its sole discretion, limit, suspend, or terminate your access to the Service, with or without notice. You may terminate these Terms by contacting us at firstname.lastname@example.org.
C. Effect of Termination. The following Sections of these Terms will survive termination or expiration of these Terms: 1.A, 1.C–1.E, 2–4, and 6–21. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms in accordance with their terms.
12. Disclaimer of Warranty.
A. DISCLAIMER. ITALIC MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS, SERVICE, THIRD-PARTY SERVICES, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE PRODUCTS, SERVICE, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS.” ITALIC DOES NOT WARRANT THAT THE PRODUCTS, SERVICE, OR THIRD-PARTY SERVICES WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICE OR THIRD-PARTY SERVICES WILL BE UNINTERRUPTED. Some jurisdictions do not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to you.
B. Third-Party Information. You acknowledge that any information you obtain from another Italic User comes from those individuals, and not from Italic, and that Italic, to the fullest extent permitted by law, is not responsible for any of the information these third parties may supply or for any statements, claims, or representations they make. To the fullest extent permitted by law, Italic disclaims any such statements, claims, or representations.
A. Defense. At Italic’s option and request, you will defend Italic, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “Italic Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on (1) your breach of any representation, warranty, or covenant in these Terms or (2) use of the Service in a manner not authorized under these Terms (each, a “Claim”). If Italic requests you to defend an Italic Party from any Claim, Italic will: (1) give you prompt written notice of the Claim; (2) grant you full and complete control over the defense and settlement of the Claim; (3) provide assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (4) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, you may not enter into any settlement that involves an admission of guilt or liability of an Italic Party without Italic’s prior written consent. Italic may participate in the defense of a Claim at its own expense and with counsel of its own choosing.
B. Indemnification. You will indemnify the Italic Parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against an Italic Party in any Claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by an Italic Party in connection with the defense of a Claim; and (3) all amounts that you agree to pay to any third party to settle any Claim.
14. Limitation of Liability.
A. EXCLUSION OF DAMAGES. NEITHER ITALIC NOR ANY ITALIC PARTY WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ITALIC IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
B. DAMAGES CAP. ITALIC’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE AMOUNT OF FEES PAID BY YOU TO ITALIC DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (2) $100.
15. New Jersey Notice.
IF YOU ARE A RESIDENT OF NEW JERSEY, SECTIONS 12.A (DISCLAIMER) AND 14 (LIMITATION OF LIABILITY) ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
16. Dispute Resolution.
A. Generally. If you are not a resident of the United States, this Section 16 (Arbitration) will only apply to you to the extent applicable law in your country of residence permits. In the interest of resolving disputes between you and Italic in the most expedient and cost-effective manner, you and Italic agree that any dispute arising out of or in any way related to these Terms, the Products, or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms, the Products, or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ITALIC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND ITALIC UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 16.I (OPT OUT). Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
B. Exceptions. Despite the provisions of Section 16.A (Generally), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.
C. Arbitrator. Any arbitration between you and Italic will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Italic. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
D. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party within the applicable statute of limitations period (“Notice”). Italic’s email address for Notice is email@example.com. The Notice must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) if you are sending the Notice to Italic, include your name and address (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 45 days after the Notice is received, you or Italic may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Italic must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Italic will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Italic in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.
E. Fees; Location. If you commence arbitration in accordance with these Terms, Italic will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles, California, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Italic for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
F. No Class Actions. YOU AND ITALIC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 16 (DISPUTE RESOLUTION)). Unless both you and Italic agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
G. Modifications to this Arbitration Provision. If Italic makes any future change to this arbitration provision, other than a change to Italic’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Italic’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Italic. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.
H. Enforceability. If Section 16.F (No Class Actions) is found to be unenforceable or if the entirety of this Section 16 (Dispute Resolution) is found to be unenforceable, then the entirety of this Section 16 (Dispute Resolution) will be null and void and the exclusive jurisdiction and venue described in Section 19.A (Governing Law) will govern any action arising out of or related to these Terms, the Products, or your use of the Service.
I. Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Section 16 (Dispute Resolution), you may opt out of this Section 16 (Dispute Resolution) by notifying Italic in writing of your decision by sending, within 30 days of the date you receive these Terms, an email to firstname.lastname@example.org, stating clearly your full name, address, and intent to opt out of this Section 16. Should you choose not to opt out of this Section 16 within the 30-day period, you and Italic will be bound by the terms of this Section 16. You have the right to consult with counsel of your choice concerning this Section 16 . You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 16.
17. Cooperation with Authorities.
18. Protected Activity Not Prohibited.
Nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). In connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Italic. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Italic confidential information to any parties other than the Government Agencies.
A. Governing Law. These Terms are governed by California law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Subject to Section 16 (Dispute Resolution), all claims arising under these Terms will be litigated exclusively in the federal or state courts of Los Angeles County, California. The parties submit to the jurisdiction in those courts. In any proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
B. Injunctive Relief. If you breach Sections 3 (Registration; Eligibility; Restrictions), 4 (Confidentiality), or 8 (Ownership), Italic may suffer irreparable harm, and monetary damages may be inadequate to compensate Italic. Accordingly, Italic may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
C. Further Assurances. You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.
D. Assignment. You may not assign these Terms or delegate your performance without Italic’s prior written consent, and any attempt to do so is void. Italic may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.
E. Severability. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.
F. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
G. Entire Agreement. These Terms constitute the entire agreement and supersede any other agreement of the parties relating to their subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms.
H. Nature of Rights. The licenses granted under these Terms are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (the “Code”). Each party as licensee will have and may fully exercise all rights available to a licensee under the Code, including under Section 365(n) or its successors.
I. No Third-Party Beneficiaries. There are no third-party beneficiaries of these Terms.
J. Notices. All notices under these Terms must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Additionally, Italic may provide notice of changes to these Terms or of other information affecting Italic’s customers generally through publication on the Site. Either party may update its notice address by notice to the other party in accordance with this Section. All notices to Italic will be sent to:
2723 W. Vernon Ave., Los Angeles, CA 90008
K. Force Majeure. Italic will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond Italic’s reasonable control (a “Force Majeure Event”), so long as Italic uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Italic to delay or fail to perform its obligations under these Terms for 30 consecutive days, either party may terminate these Terms.
L. Interpretation. If Italic provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in these Terms is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”
20. NOTICE FOR CALIFORNIA USERS.
Under California Civil Code Section 1789.3, Italic Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
21. Contact Us.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at email@example.com.