Terms of Use

THESE all33 TERMS OF USE (these “Terms”) are agreed to between Simtec, Inc., DBA all33, a Delaware corporation, having an address at 5725 S. Valley View Blvd., Las Vegas, Nevada, United States 89118 (“all33,” “we,” “us,” and “our”) and you, or the entity on whose behalf you are agreeing to these terms.

These Terms apply to the all33 website located at https://all33.com/ and all other sites, mobile sites, services, applications, platforms and tools where these Terms appear or are linked (collectively, the "Services"). You and other individuals or entities using the Services are collectively referred to as “Users.”

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR OTHERWISE USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS.

Any person or entity who interacts with the Services, whether through automated means, third-party means, or otherwise, is considered a User. Unless you have entered into a separate written agreement with all33 regarding the Services, these Terms are the complete and exclusive agreement between you and all33 regarding your access to and use of the Services and supersede any oral or written proposal, quote, or other communication between you and all33 regarding your access to and use of the Services.

IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS, ALL33 IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SERVICES, AND YOU MUST NOT ACCESS OR USE THE SERVICES.

  1. DEFINITIONS. Words and phrases used in these Terms have the definitions given in these Terms or, if not defined herein, have their plain English meaning as commonly interpreted in the United States.
  2. TERM. These Terms are entered into as of the date you first access or use the Services (the “Effective Date”) and will continue until terminated as set forth herein.
  3. MODIFICATIONS. We reserve the right, at any time, to modify any of the Services, as well as these Terms, whether by making those modifications available through the Services or by providing notice to you as specified in these Terms. Any modifications will be effective 24 hours following posting through the Services or delivery of such other notice. You may cease using the Services or terminate these Terms at any time if you do not agree to any modification. However, you will be deemed to have agreed to any and all modifications through your continued use of the Services following such notice. Any modifications to the Services, including all updates, upgrades, new versions, and new releases, will be treated as part of the “Services” for purposes of these Terms.
  4. ELIGIBILITY. The Services are intended for use by Users of 13 years of age and older. If you are under 18, you may use this Site only with involvement of a parent or guardian.
  5. ACCESS. Subject to your compliance with these Terms, we will permit you to access and use the Services solely for lawful purposes and only in accordance with these Terms and any other agreement you agree to before being given access to any specific Service. Any additional agreement is in addition to these Terms and will govern your use of the specific Services to which the additional agreement applies in the event of a conflict between these Terms and such additional agreement.
  6. UNLAWFUL OR PROHIBITED USES OF THE SERVICES. The Services may only be used for lawful purposes in accordance with these Terms. As a condition of your use of the Services, you represent and warrant to us that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. Whether on behalf of yourself or on behalf of any third party, you will not:
    1. 1.1Make any commercial use of the Services other than in furtherance of any Transactions that you make through the Services;
    2. 1.2Download, copy or transmit any content from the Services for the benefit of any third party;
    3. 1.3Misrepresent your identity, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement that you make;
    4. 1.4Conduct fraudulent activities through the Services;
    5. 1.5Use the Services to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity; and
    6. 1.6UHarvest or collect personally identifiable data about Users.
  7. ACCOUNTS. Before using certain Services, you may be required to establish an account (an “Account”). Approval of your request to establish an Account will be at our sole discretion. Each Account and the User identification and password for each Account (the “Account ID”) is personal in nature. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Services through your Account. You will ensure the security and confidentiality of your Account ID and will notify us immediately if any Account ID is lost, stolen or otherwise compromised. Any activities completed through your Account or under your Account ID will be deemed to have been done by you. You may not: (1) select or use an Account ID of another User with the intent to impersonate that User; and (2) use an Account ID that we, in our sole discretion, deem offensive. In addition to all other rights available to us, including those set forth in these Terms, we reserve the right to terminate your Account, refuse service to you, or cancel orders.
  8. OUR CONTENT.
    1. 1.7Ownership and Responsibility. All content included with the Services that we provide such as text, graphics, logos, images, audio clips, video, data, music, software, application updates, and other materials (collectively "Our Content") is the owned or licensed property of all33 or its suppliers or licensors and is protected by United States and international copyright, trademark, patent, or other proprietary rights (collectively, “IPR”). The collection, arrangement and assembly of all Our Content through the Services are the exclusive property of Modern Desi and protected by United States and international copyright laws. all33 and its suppliers and licensors expressly reserve all IPR in all Our Content. You are solely responsible for verifying the accuracy, completeness, and applicability of all Our Content and for your use of any of Our Content. Except as set forth in these Terms, you are granted no licenses or rights in or to any of Our Content, or any IPR therein or related thereto.
    2. 1.8Viewing Our Content. Subject to your compliance with these Terms, you may view Our Content, solely as presented on the Services, in furtherance of any Transactions that you make through the Services and any other permitted uses of the Services. You will not directly or indirectly use any of Our Content for any other purpose. You will not, and will not permit any third party to: (a) alter, modify, copy, reproduce, publish, or create derivative works of any of Our Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Our Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any of Our Content.
  9. YOUR CONTENT.
    1. 9.1Substance and Responsibility. We welcome your reviews, comments, and other communications, photos, videos, or any other content that you submit through or to the Services, or any content or information you publish through any social media and allow us to feature, such as your name, social media handle, accompanying text, and any images from your social media accounts (e.g., Twitter™, Instagram™, Pinterest™) (collectively, "Your Content"), as long as Your Content complies with these Terms. You are solely responsible for all Your Content that you provide through the Services. You represent and warrant to us that neither Your Content nor the use of Your Content by us as permitted herein will: (a) violate these Terms or any applicable laws, rules, or regulations; (b) be libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitute an infringement or misappropriation of the IPR or other rights of any third party; (d) be illegal in any way or advocate illegal activity; (e) be an advertisement or solicitation of any kind; (f) be false, misleading, or inaccurate; or (g) be considered junk mail, spam, a part of a pyramid scheme, or a disruptive commercial message or disruptive advertisement. We are not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. We are not responsible for the use or disclosure of any personal information that you voluntarily disclose in connection with any of Your Content. You acknowledge and agree that we reserve the right (but have no obligation) to do any or all of the following, in our sole discretion: (i) monitor Your Content; (ii) alter, remove, or refuse to post or allow to be posted any of Your Content; and/or (iii) disclose any of Your Content, and the circumstances surrounding its transmission, to any third party.
    2. 1.9License to Your Content. As between you and us, you retain ownership of Your Content. However, in addition to any other rights granted to us under these Terms, by providing Your Content through the Services, you grant us and our authorized representatives and contractors a non-exclusive, sub-licensable, fully paid-up, perpetual, irrevocable, royalty- free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, sell and distribute Your Content and to incorporate Your Content into any form, medium, or technology, now known or hereafter developed, throughout the world, in each case in order to provide the Services and fulfill any other of our obligations under these Terms. In addition, you grant to us the right to include your name that you provide along with Your Content. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding Your Content that you may have under any applicable law or under any legal theory. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this Section, including but not limited to permission from or on behalf of any individuals that appear in Your Content to for us to use their name, image, voice and/or likeness without compensation to you or any other person or entity.

  1. 2.TRANSACTIONS.
    1. 2.1With Us. The Services provide you with the opportunity to buy products sold and shipped by us (“Products”). You will pay us any fees applicable to Products that you purchase.
    2. 2.2Transaction Information. If you wish to purchase any Products available through the Services (each such purchase, a "Transaction"), you may be asked to supply certain information relevant to your Transaction including, without limitation, information about your method of payment (such as your payment card number and expiration date), your billing address, and your shipping information (collectively, “Transaction Information”). You represent and warrant that you have the legal right to use any Transaction Information utilized in connection with any Transaction. By submitting Transaction information to us, you grant to us the right to provide such information to third parties for the purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of Transaction Information may be required prior to the acknowledgment or completion of any Transaction.
    3. 2.3Products. All descriptions, images, references, features, content, specifications, products and prices of Products are subject to change at any time without notice. The inclusion of any Products on the Services does not imply or warrant that these Products will be available. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws in regard to the receipt, possession, use, and sale of any Item. By entering into a Transaction, you represent and warrant that the Item that you buy will be used only in a lawful manner. We reserve the right, with or without prior notice, to do any one or more of the following: (a) limit the available quantity of or discontinue any Product; (b) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (c) bar you from making or completing any or all Transaction(s); and (d) refuse to provide you with any Product.
    4. 2.4Payment. You agree to pay us all Transaction charges that may be incurred by you or on your behalf through the Services, at the price(s) then in effect for the Products ordered, including without limitation all shipping and handling. In addition, you will remain responsible for any taxes that may be applicable to your Transactions. You will pay us all such Transaction charges by credit card upon the finalization of the applicable Transaction.
    5. 9.2Availability, Errors and Inaccuracies. We make a conscientious effort to describe and display Products accurately on the Services. Despite these efforts, a small number of Products may be mispriced, described inaccurately, or unavailable, and we may experience delays in updating Product information. As a result, we cannot and do not guarantee the accuracy or completeness of any such information, including prices, product images, specifications, and availability. We reserve the right to change or update Product information and to correct errors, inaccuracies, or omissions at any time without prior notice. If we determine that there were inaccuracies in Product information, we will cancel your Transaction and notify you of such cancellation via email.
    6. 2.5Shipping and Return Policies. Our Shipping Policy is available here: https://all33.com/pages/shipping-policy, and our Return Policy is available here: https://all33.com/pages/returns-and-policies, and they will govern each party’s rights and obligations with respect to the shipping and return of Products in each Transaction. The risk of loss for, and title to, Products purchased through the Services passes to you upon our delivery to the carrier.
    7. 9.3Rules for Promotions. Any sweepstakes, contests, raffles, discounts, or other promotions (collectively, "Promotions") made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as the Privacy Policy (linked below). If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.
    8. 9.4Gift Cards and Certificates. All e-gift cards and certificates are deemed purchased in and issued from the State of California. The risk of loss and title to such items passes to the purchaser upon our electronic transmission to the recipient.
  2. 3.CUSTOMER SERVICE.If you give us permission to contact you regarding a customer service issue, we or our agents may call, text, or email you at the telephone number and/or email address that you provide us. You further agree that we may, for training purposes or to evaluate the quality of our customer service, listen to and record phone conversations you have with us or our agents regarding customer service issues.
  3. 4.SMS SERVICES.
    1. 4.1Applicability. By enrolling in, or otherwise agreeing to receive, text messages from or on behalf of all33 (the “SMS Services”), you agree to the terms and conditions in this Section 12.
    2. 4.2Opting In. During your access to, or use of, the Services, we may invite you participate in the SMS Services. You will only receive text messages from us, and otherwise be able to participate in the SMS Services, if we receive your consent thereto. Your consent to participate in the SMS Services is not required as a condition to entering into any Transaction or using any other Services, unless we expressly notify you to the contrary.
    3. 4.3Delivery. We will provide the SMS Services to you at the mobile number you provided to us through your consent to participate in the SMS Services or at the mobile number that is otherwise associated with your Account. Text messages sent to you as part of the SMS Services will be sent using an automatic telephone dialing system that connects through your mobile phone carrier or using any other replacement or successor technology that we choose in our sole discretion. Please note that we may not be able to deliver text messages to certain subscribers of certain mobile carriers. The frequency of text messages sent to you through the SMS Services is variable.
    4. 4.4Content. The content of text messages that you receive through the SMS Services will be transactional, operational, and information, including general alerts, order confirmations, shipping and delivery notifications, promotions, and other marketing offers (e.g., cart reminders).
    5. 4.5Opting Out. You may stop participating in the SMS Services at any time. To stop participating in the SMS Services, you must reply “STOP” to +1 (833) 608-1307. After texting “STOP,” you may receive additional text messages confirming that your request has been received and processed, and you may continue to receive text messages for a short period while we process your request.
    6. 4.6Assistance. If you need further assistance with the SMS Services, text “HELP” to +1 (833) 608-1307, or contact our customer service at +1 (855) 223-6010 or support@all33.com.
    7. 4.7Eligibility. Notwithstanding any other provision of this Agreement to the contrary, by participating in the SMS Services, you represent and warrant that you are 18 years of age or older, and you agree not to participate in the SMS Services if you are under such age. You further represent and warrant that you are the current subscriber or authorized user of the mobile number that you have provided to us for the purposes of the SMS Services.
    8. 4.8Modifications. We may change any short code or telephone number we use to operate the SMS Services at any time and will notify you of these changes either in accordance with Section 24 below or at the mobile number that we have been using to send you text messages. You agree to maintain accurate, complete, and up-to-date information with us related to your receipt of text messages, including, without limitation, notifying us immediately at +1 (855) 223-6010 or support@all33.com if you change your mobile number.
    9. 4.9Responsibility. You agree that you will not initiate text messages from us to the mobile number of any third party without their permission. You agree to indemnify, defend, and hold us harmless from any Claims arising from you providing us with a mobile number that is not the one to which you subscribe or which you are authorized to use. You agree that we will not be liable for failed, delayed, or misdirected delivery of any content sent through the SMS Services, any errors in such content, or any action you may or may not take in reliance on the content sent through the SMS Services. You further agree that mobile carriers are not liable for delayed or undelivered messages.
  4. 5.THIRD-PARTY CONTENT AND SERVICES.
    1. 9.5Third-Party Content. Content is also provided through the Services by other Users. Other Users may post content that is inaccurate, misleading, or deceptive. We neither endorse nor are responsible for any opinion, advice, information, or statements made by third parties. The opinions expressed by third parties reflect solely the opinions of the individuals who submitted such opinions and may not reflect our opinions.
    2. 5.1Third-Party Services. We may provide you with the ability to access services developed, provided, or maintained by third-party service providers through the Services (“Third-Party Services”). Third-Party Services may integrate with, pull content from, or add content to the Services. In addition to these Terms, your access to and use of any Third-Party Services is also subject to any other agreement you may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third- Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to these Terms but will not apply to any other Services you may access.
  5. 6.LINKS TO THIRD-PARTY WEBSITES.The Services may contain links and interactive functionality interacting with the websites of third parties. We are not responsible for, and have no liability for, the functionality, actions, inactions, settings, privacy policies, terms, or content of any such third-party website. Before enabling any sharing functions of the Services to communicate with any such third-party website or otherwise visiting any such third-party website, we strongly recommend that you review and understand the terms and conditions, privacy policies, and settings of each such third-party website. The links and interactive functionality for third-party websites through the Services do not constitute an endorsement by us of such third-party websites. Other websites may link to the Services with or without our authorization, and we may block any links to or from the Services in our sole discretion. YOUR USE OF THIRD- PARTY WEBSITES IS AT YOUR OWN RISK.
  6. 7.TERMINATION. These Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms. Upon termination of these Terms for any reason: (1) all rights granted to you under these Terms will terminate; (2) you will immediately cease all use of and access to all Services; and (3) we may, in our sole discretion, delete your Account at any time; provided, however, that we will continue to ship any Products to you that you have ordered prior to such termination, any you may continue to access and use the Services and your Account for the purposes of customer service related to such Transactions both prior to, and (in our sole discretion) within a reasonable time after, such Products have been delivered to you. Provisions which by their inherent meanings are to survive the termination of these Terms will so survive.
  7. 8.SUSPENSION. Without limiting our right to terminate these Terms, we may also suspend your access to your Account and the Services, with or without notice to you, upon any actual, threatened, or suspected breach of these Terms or applicable law or upon any other conduct deemed by us to be inappropriate or detrimental to all33, the Services, or any other User or third party.
  8. 9.TECHNOLOGY AND MARKS The Services, and the databases, software, hardware and other technology used by or on our behalf to operate the Services, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of all33. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from, or otherwise interact with, the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. We use reasonable means to protect the security of the Services, but you acknowledge that perfect security on the internet is impossible and that, as a result, Your Content and Transaction Information may be exposed in the event of a breach. We retain all rights, title, and interest, including, without limitation, all IPR in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology, and you are not granted any right or license to use the Technology itself, apart from your ability to access and use the Services under these Terms. The all33 name, logo and all product and service names associated with the Services or Products are trademarks of all33 and its licensors and providers, and you are granted no right or license to use them.
  9. 10.REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant to us that: (a) you have the legal right and authority to enter into these Terms; (b) these Terms form a binding legal obligation on your behalf; (c) you have the legal right and authority to perform your obligations under these Terms and to grant the rights and licenses described in these Terms; and (d) your access to, and use of, the Services and Your Content, will comply with all applicable laws, rules, regulations, and third-party rights and will not cause us to violate any applicable laws, rules, regulations, or third-party rights. With respect to the Products, we hereby offer you our 60-day Money Back Guarantee, which can be found in our Return Policy, available here: https://all33.com/pages/returns-and-policies, and our Limited Lifetime Warranty, which is available here: https://all33.com/pages/warranty-information.
  10. 11.DISCLAIMERS. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS, OR OTHERWISE MEET YOUR REQUIREMENTS. EXCEPT FOR THE 60- DAY MONEY BACK GUARANTEE AND THE LIMITED LIFETIME WARRANTY, THE SERVICES AND ALL CONTENT, PRODUCTS, TECHNOLOGY, AND OTHER INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED BY US ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE MATERIALS, THE ACCURACY OR COMPLETENESS OF THE MATERIALS, OR THAT COMMUNICATIONS SENT FROM US ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MATERIALS IS AT YOUR SOLE RISK. EXCEPT FOR THE 60-DAY MONEY BACK GUARANTEE AND THE LIMITED LIFETIME WARRANTY, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
  11. 12.INDEMNITY. You hereby agree to indemnify, defend, and hold harmless us and our officers, directors, members, managers, shareholders, affiliates, employees, agents, contractors, Users, customers, providers, licensees, successors-in-interest, and assigns (“Indemnified Parties”) from any and all claims, suits, demands, actions, losses, liabilities, damages, judgments, settlements, fines, penalties, fees, expenses and costs (including attorneys' fees and court costs) (collectively, “Claims”) arising in any manner from: (1) your access to, or use of, the Materials; (2) Your Content or Transaction Information; and (3) your breach of any representation, warranty, or other provision of these Terms. We will provide you with notice of any Claim, and we will have the right to participate in the defense of any Claim at our expense.
  12. 13.LIMITATION ON LIABILITY. WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH, OR OUT OF THE USE OF, THE MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND ALL MATERIALS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100 OR THE AMOUNT YOU PAID FOR THE PRODUCTS IN THE TRANSACTION GIVING RISE TO THE CLAIM, WHICHEVER IS HIGHER. YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  13. 14.DATA PRIVACY. You acknowledge that you have read and understood our Privacy Policy, which is available here: https://all33.com/pages/privacy-policy. Notwithstanding anything in the Privacy Policy, we will have the right to collect, extract, compile, synthesize, and analyze non- personally identifiable data or information resulting from your access to, and use of, the Services. To the extent any such non-personally identifiable data or information is collected or generated by us, the data and information will be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.
  14. 15.Disputes.
    1. 15.1Agreement to Arbitrate. Except as otherwise provided in these Terms, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms, including (a) the formation, validity, binding effect, interpretation, performance, breach, or termination of these Terms; (b) the arbitrability of the issues submitted to arbitration hereunder; and (c) non-contractual claims relating to these Terms (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in these Terms, if any Dispute cannot be resolved through negotiations between the parties within 15 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by us in Las Vegas, Nevada, United States. The arbitrator will apply the governing law set forth in in these Terms to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees and expenses (including reasonable attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
    2. 15.2Exception to Arbitration. You agree that if we reasonably believe that you have, in any manner, violated or threatened to infringe our IPR, then we may seek emergency, preliminary or other appropriate interim relief in the federal or state courts located in Las Vegas, Nevada, United States.
    3. 15.3Governing Law and Venue. The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Nevada, United States as such laws apply to contracts between Nevada residents performed entirely within Nevada, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof. Subject to the arbitration provision of these Terms, each party will bring any action or proceeding arising from or relating to these Terms exclusively in a federal or state court located in Las Vegas, Nevada, United States, and you irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by us.
  15. 16.NOTICES.Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to us by postal mail to the address for all33 listed on the Services. We may provide you with any notices required or allowed under these Terms by sending you an email to any email address that you provide to us in connection with your Account, provided that in the case of any notice applicable both to you and other Users, we may instead provide such notice by posting it on the Services. Notices provided to us will be deemed given when we actually receive them. Notice provided to you will be deemed given 24 hours after posting to the Services or sending via e-mail, unless (as to e-mail) we are notified that the e-mail address is invalid.
  16. 17.ADDITIONAL TERMS.Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties. All waivers by us under these Terms must be in writing or later acknowledged by us in writing. Any waiver or failure by us to enforce any provision of these Terms on one occasion will not be deemed a waiver by us of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to these Terms will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither these Terms nor any of your rights or obligations hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without our prior written approval. Any assignment in violation of the foregoing will be null and void. We may freely assign these Terms. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.