Introduction

By using our Services, you agree to all the provisions in this document, so it is important that you read them carefully. These Terms apply to all users of our Services, and also include a “mandatory arbitration clause and class action waiver.” This means that you agree to resolve any dispute with us through arbitration with a neutral arbitrator, and not in court. You also agree to bring any claims individually, and not as part of a class.Welcome to the Terms of Service (the “Terms”) of Floor 13 Distribution, LLC.(“Floor 13 Distribution,” “we,” “our,” or “us”). We provide premium music distribution services for independent artists, facilitate partnerships between artists and brands, maintain a marketplace to buy and sell beats, and offer related services through our mobile applications, websites, and social media pages (collectively referred to by us as the “Services”). These Terms serve as a binding legal agreement between us and all users of the Services we offer (collectively referred to as “users” or “you”).

PLEASE READ THESE TERMS CAREFULLY, INCLUDING SECTION 18 “MANDATORY ARBITRATION AND CLASS ACTION WAIVER,” AS THIS PROVISION WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, and to comply with all applicable laws and regulations. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

Please note that if you use the Services to distribute music, or if you make a purchase or enter into a subscription through the Services, you may be presented with additional legal terms to which you must agree to access or use those specific aspects of the Services (“Additional Terms”). If you agree to any Additional Terms, those Additional Terms will apply in addition to these Terms regarding your use of the Services. However, if there is an inconsistency between any of the provisions in the Additional Terms and any provision in these Terms, the provision in the Additional Terms will govern.

Account Creation and Eligibility

You must be at least 18 years of age to use the Services and otherwise have all legal authority to enter into these Terms. If you create an account, you agree to provide truthful and accurate information, use a strong password to protect your account, and notify us immediately if you suspect any unauthorized use of your account. You may be able to log into the Services using a social media account, in which case the social media provider’s terms will also be applicable.

Eligibility: To access or use the Services, you agree that you: (1) are at least eighteen (18) years of age; and (2) have all legal rights and authority to enter into these Terms on behalf of yourself, or any legal entity that you represent. If you are entering into these Terms on behalf of an entity, all references to “you” throughout the Terms will also apply to the entity. If you are under age 18, you may only use the Services with the valid consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you. If you are a parent or guardian of a user under the age of 18, you acknowledge and agree that you have the authority to provide consent on behalf of such user, and that you provide consent for such user to use the Services.

Account: To access and use the Services, you may be required to register and create an account. If you choose to register, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted during registration. You agree to provide and maintain a valid email address and to ensure that you can receive transaction emails (e.g. ensuring that they are not caught by your spam filters) from Floor 13 Distribution. You are fully responsible for any and all activities that occur under your account, and it is your responsibility to choose a strong account password and to ensure that your password remains confidential. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security using the contact information contained at the end of these Terms, and (b) ensure that you exit from your account at the end of each session when accessing the Services. We will not be liable for any loss or damage arising from your failure to comply with this Section.  

Social Media Account Information: We may permit you to register for and log on to the Services via certain third-party services, such as social media logins. The third party’s collection, use, and disclosure of your information will be subject to that third-party service’s privacy policy and terms.

You may also be asked to submit your social media handles or addresses, including, without limitation, Facebook, Instagram, Twitter and YouTube (collectively, “Social Media Accounts”). If you choose to do so, you agree that you are authorized to provide us with your Social Media Account information. You also grant us the right to authenticate, access, and collect information connected to your Social Media Accounts, including through sharing your login information.

Changes to the Services and The Terms

From time to time, we may need to change the Services, features of the Services, prices for our Services, or these Terms. While it is our decision whether to make such changes, we will do so in accordance with all applicable laws, and will provide you with notice where legally required. You agree to keep your contact information up to date in case we need to provide you with such notice.

Changes to the Services: We may modify or discontinue, temporarily or permanently, the Services (or any part thereof) at any time. We may also modify our prices effective prospectively upon reasonable notice to the extent allowed under the law. You agree that we will not be liable to you or anyone else for any such changes to the Services.  

Changes to these Terms: We reserve the right to amend, modify or update these Terms at any time. In the event we do so, we will post an updated version of the Terms on the Services. It is your obligation to check for any changes made to these Terms. Depending on the type of change, we may also provide you with other reasonable means of notification as required by applicable law. It is your responsibility to keep updated contact information on file on your account. If you continue to use the Services after we make changes to these Terms, that means you agree to the changes.

Privacy

We respect the privacy of our users. For details about our data collection and processing activities please see our Privacy Policy, which is incorporated into these Terms by reference.

Our Intellectual Property Rights

Except as otherwise noted in the Terms, we and our partners own all Content on the Services. In accessing and using the Services, you agree to respect the intellectual property rights of Floor 13 Distribution and any other entities that have contributed Content to the Services, and you agree to use the Services only as expressly permitted by us in these Terms.

You acknowledge and agree that the Services may contain code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, features, or other materials that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws, and that are owned by us or various third parties (“Content”). Unless otherwise agreed to us in writing, any Content accessed or viewed through the Services are solely for your personal and non-commercial use. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, license to access and use the Services. We may revoke your license at any time any for any reason. Upon such revocation, you must promptly cease access to and use of the Services.

User Content and Feedback

You may be able to submit or post User Content through the Services. If you do so, you agree that you have the right to submit or post such User Content, and that the User Content will not violate the rights of others. You agree that we can monitor, modify, or remove User Content in our discretion. You grant us broad rights (subject to Additional Terms and our Privacy Policy) to use or display your User Content. If you believe User Content violates the intellectual property rights of others, you will notify us through the procedure linked to in this section.

The Services may permit you to you upload, create, and/or share content using the Services, including music, video, audio, text, graphics, and other materials (collectively, “User Content”). You agree that you own such User Content or that in posting or submitting User Content, you are not infringing upon any copyrights or rights of publicity of others, and that your posting or transmission of User Content will not violate any third-party rights. Subject to our Privacy Policy and any applicable Additional Terms, by uploading any User Content you hereby grant us, and our affiliated companies and partners, a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute, store, modify, analyze, and otherwise use and fully exploit your User Content and its meta data, in any and all media, form, technology or distribution methods now known or later developed and for any and all purposes, including for Floor 13 Distribution’ marketing and other commercial purposes (e.g., creating co-branded or co-sponsored content). You further grant us a royalty-free license to use your name, image, voice, and likeness to identify you as the source of any of your User Content.

You acknowledge and agree that when you view User Content on the Services, you are doing so at your own risk. Under no circumstances will we be liable for any User Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any such User Content. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. You acknowledge that we do not have an obligation to pre-screen User Content, but that we have the right in our sole discretion to refuse or remove, or to edit, any User Content. Without limiting the foregoing, we have the right, in our sole discretion, to remove any User Content that violates these Terms or is deemed by us to be otherwise objectionable.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Services (“Submissions”), provided or submitted by you to us via the Services or otherwise (such as on our social media pages, or in social media posts by you that incorporate our usertags/hashtags) are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that we have limited practical ability to control or monitor possible infringement of your intellectual property rights by other parties and that we assume no responsibility for controlling or monitoring such alleged infringement. We are not responsible for enforcing your intellectual property rights, including by issuing cease and desist letters, filing suit or taking other legal action against alleged infringers. Any infringements shall be reported in accordance with our Copyright Policy for making claims of copyright and/or other intellectual property infringements.

Rules for Accessing and Using the Services

All users of the Services are required to agree to the following rules. Failure to adhere to these rules may result in suspension or termination of your account and access to the Services.

You agree that you will not use the Services to:

• engage in any conduct, or post or distribute any User Content, that is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, discriminatory, racially hateful, ethnically or otherwise objectionable, or that in our sole judgment is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose us or any users to any harm or liability of any type;

• post or distribute any User Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;

• use the Services for commercial purposes, except as permitted by us or in compliance with an applicable developer agreement or API provided by us;

• attempt to buy, sell, or transfer any aspect of your account (including your username) or solicit, collect, or use login credentials of other users;

• scrape, access, monitor, index, frame, link, or copy any Content, User Content, or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through a browser or accessing the Services through any API provided or approved by us;

• breach the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;

• interfere with or disrupt the Services or servers or networks connected to the Services;

• violate any applicable local, state, national or international law, or any regulations having the force of law;

• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including giving the impression that any User Content you upload, post, transmit, distribute, or otherwise make available emanates from the Services;

• solicit personal information from other users, including, but not limited to, for the purpose of sending unsolicited emails or other unsolicited communications;

• advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

• further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

• access or use the Services if you are not fully able and legally competent to agree to these Terms or are not authorized to use the Services by your parent or legal guardian.

Legal Compliance

We may need to access or disclose your information if we believe there has been a violation of our Terms or applicable law, or if we are compelled to do so by a government request or court order.

You acknowledge, consent, and agree that we may access, preserve, and disclose your information and/or any User Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by law or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms, our Privacy Policy or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; and (4) to protect the rights, property, or personal safety of us, our agents and affiliates, our users, and the public. This includes exchanging information with other companies and organizations for fraud protection, and spam/malware prevention, and similar purposes.

Contests and Promotions

You may be able to participate in contests offered by us or our partners. If you participate in contests, you will comply with any applicable rules applicable to your participation.

From time to time, we may offer the opportunity to participate in contests or promotions run by us and/or our third-party partners (each, a “Contest”). Your participation in each Contest will be subject to and in accordance with each Contest’s official rules (“Official Rules”). You must review the Official Rules for each Contest to determine your eligibility and to participate, and your participation in any Contest shall be deemed your acceptance the corresponding Official Rules and your agreement that you meet the eligibility criteria.

Payments

If you use any of our Services that require a payment or subscription, you agree to pay for those services in accordance with any specific payment terms.  

The Services may include content, either digital or physical, for purchase, and/or allow you to purchase a recurring subscription (“Paid Services”). If you access or use any Paid Services, you agree to be bound by any Additional Terms provided in connection with the Paid Services, as well as with our Terms of Sale. You agree to pay all fees due in connection with Paid Services, including any applicable taxes, and you agree that such payments may be processed by our third-party payment processors subject to their independent terms and conditions. If you use a Paid Service that permits direct payment between you and another user of the Services, you acknowledge and agree that we have no liability or responsibility for such purchases or the quality of the items purchased. Any dealings you have with third parties while using the Services are between you and such third parties, and you agree that we are not liable for any loss or claim that you may have against any such third party.

Third-Party Websites and Services

Our Services contain links to external sites and services. External services are not related to us, and you should read the applicable terms and privacy policies before using those services.

The Services may include links or other access to third-party sites and services. We have no control over such sites and services and we are not responsible for and do not endorse such sites and services. You acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any such site or services.

Disclaimer of Warranty

Use of the Services is at your own risk, and we do not guarantee that the services will always be available or error free.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

 WE MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF THE SERVICES, CONTENT, USER CONTENT, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, BE ACCURATE, COMPLETE, OR UP TO DATE.

Limitation on Liability

You acknowledge that except where prohibited by law, our liability to you for any claim related to your use of the Services is limited to the amount you have paid us over the past year, or $100, whichever is greater.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL OR OPPORTUNITY, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR TO YOUR ACCOUNT DUE TO YOUR FAILURE TO KEEP YOUR ACCOUNT CREDENTIALS SECURE AND CONFIDENTIAL; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID US IN THE LAST TWELVE (12) MONTHS, IF ANY, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you. However, if you are a resident of New Jersey, these limitations will apply to you. If you are dissatisfied with any portion of the services or with these terms, your sole and exclusive remedy is to discontinue use of the Services.

You agree that you are solely responsible for your interactions with any other third party arising out of your use of the Services, including, by way of example and not limitation, any carrier, copyright owner, or other user, and we and our affiliates will have no liability or responsibility with respect thereto. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Services.

Indemnification and Release

If a third-party brings a claim against us due to your use of the Services or related to your User Content, you agree to take responsibility for such claim and release us from fault for such claim.

To the fullest extent permitted by law, you agree to release, indemnify, and hold us and our partners and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any Content or User Content, your violation of these Terms, or your violation of any rights of another (“Claims”). This release is intended to be a general and complete release of all Claims and all released persons may plead the existence of this release as a full and complete defense to any Claim.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

YOU ACKNOWLEDGE THAT YOU ENTER INTO THIS RELEASE FREELY, KNOWINGLY, AND VOLUNTARILY, AND THAT YOU INTEND IT TO BE A COMPLETE AND UNCONDITIONAL RELEASE AND WAIVER OF ALL CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICES.

Export Compliance

You cannot access or use the Services from, or transmit the Services into, any jurisdictions prohibited by applicable law. You also cannot use the Services if you are yourself prohibited by the U.S. government from accessing or using our Services.

The Services may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in a jurisdiction where the Services cannot be used under such laws; and (2) not a denied party as specified in the regulations listed above.

You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of these Terms.

Termination

We can terminate your access to the Services at any time, such as if you violate these Terms. If you want to terminate your use of the Services, you may do so by stopping use of the Services.

Subject to any Additional Terms between you and us that state otherwise, you agree that we, in our sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any User Content within the Services, for any reason, including, without limitation, if we believe that you have violated these Terms. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Services. If you are blocked by us from accessing the Services (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). You can terminate your use of the Services at any time by stopping your use of the Services, or as otherwise provided in any Additional Terms between you and us.

Governing Law

Any legal claims you have against us must be filed within one year, and will be governed by New York law in New York courts.

These Terms shall be governed by the laws of the State of New York, and you agree to submit to the exclusive jurisdiction of courts in the state of New York for any matter or dispute arising in relation to these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Mandatory Arbitration and Class Action Waiver

We respect the privacy of our users. For details about our data collection and processing activities please see our Privacy Policy, which is incorporated into these Terms by reference.

Privacy

You and we agree that we will try to settle any disputes between us directly. If that doesn’t work, with a few exceptions, we agree to submit to mandatory arbitration where a neutral arbitrator, and not a judge, will resolve our claim. This section provides detailed information about how you can initiate arbitration through JAMS, and also provides you with an opt out mechanism if you wish to decline this mandatory arbitration clause.

PLEASE READ THIS SECTION CAREFULLY. IT IMPACTS YOUR RIGHT TO SUE US IN COURT, OR AS PART OF A CLASS

Application: You and we agree that these Terms affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This section entitled “Mandatory Arbitration and Class Action Waiver” is intended to be interpreted broadly and governs any and all disputes between you and us. Any and all disputes may include, but are not limited to (i) claims arising out of or relating to any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and (iii) claims that may arise after the termination of these Terms. The only disputes excluded from the broad prohibition in this subsection are the litigation of certain intellectual property and small court claims, as provided in the subsection entitled “Exception” below.

Initial Dispute Resolution: Most disputes can be resolved without resorting to arbitration. If you have any dispute with us, you agree that you will try to resolve your dispute with us before taking any formal action by contacting us at support@floor13distro.com. When you contFloor 13 Distributionust provide a brief, written description of the dispute and your contact information. If you have an account with us, you must include the email address associated with your account. You and we agree to use good faith efforts to resolve any dispute, claim, question, or disagreement directly through consultation with each other. You and we agree to engage in good faith discussions before initiating a lawsuit or arbitration and understand that good faith discussions are a precondition of initiating a lawsuit or arbitration.

Binding Arbitration: If we do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided in the subsection entitled “Exception” below). Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with either (i) the JAMS Streamlined Arbitration Procedure Rules, for claims that do not exceed $250,000; or (ii) the JAMS Comprehensive Arbitration Rules and Procedures, for claims exceeding $250,000. The JAMS rules and procedures shall be those in effect at the time the arbitration is initiated (not the Last Modified date of these Terms), excluding any rules or procedures governing or permitting class actions. Contact information for JAMS, as well as copies of the JAMS rules and applicable forms, are available at www.jamsadr.com.

Arbitrator’s Powers: The arbitrator (and not any federal, state, or local court or agency) shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms. Such disputes may include, but are not limited to, any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Filing a Demand: To start an arbitration, you must do all three of the following: (i) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (ii) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS; and (iii) send one copy of the Demand for Arbitration to us at: Floor 13 Distribution, LLC., Attn: General Counsel, 807 Kings Hwy, Brooklyn NY  11223.

When you initiate arbitration against us, you are required to pay up to $250 of the Filing Fee to initiate arbitration. To the extent the filing fee for the arbitration exceeds that amount, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, we will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in New York, United States, and you and us agree to submit to the personal jurisdiction of any federal or state court in New York in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This means that you and we expressly waive any rights to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception, Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights. “Intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets—but does not include privacy or publicity rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction. You and we agree that to the extent that either party has a good faith belief that a dispute falls within the jurisdiction of the small claims court in the U.S. county (or parish) of your residence or in New York, either party may elect to have such dispute adjudicated in such small claims court. Such election can be made by either party even after the other party initiates an arbitration. In such case, the party that initiated the arbitration agrees to dismiss or suspend the arbitration and seek to resolve the dispute in small claims court. You and we agree that in the situation where an arbitration is already initiated and one party invokes the small claims court option, any dispute regarding whether the dispute is properly within the jurisdiction of a small claims court shall be resolved by the small claims court in the first instance (unless it is unwilling to do so) and not the arbitrator or JAMS.

30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to Floor 13 Distribution, LLC., Attn: General Counsel, 807 Kings Highway, Brooklyn NY 11223 Your written notice must have the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (i) the Effective Date of these Terms; or (ii) your first date that you used the Services, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with this section entitled “Mandatory Arbitration and Class Action Waiver.” If you opt out of these arbitration provisions, we also will not be bound by them.

Changes to This Section: We will provide thirty (30) days' notice of any material changes to this Section by posting notice on the Services or informing you via email, and complying with any other applicable legal notice or consent requirements. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this Section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day.

If a court or arbitrator decides that this subsection (“Changes to this Section”) is not enforceable or valid, then this subsection will be deemed to be severed from the Section entitled “Mandatory Arbitration and Class Action Waiver.” If this happens, the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section or similar section in existence after you began using the Services.

Survival. This Mandatory Arbitration and Class Action Waiver Section shall survive any termination of your use of the Services.

General Terms

This section contains some final legal formalities regarding the Terms between us.

These Terms constitute the entire agreement between you and us and govern your use of the Services. The failure of us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You may not assign these Terms without our prior written consent, but we may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

Under California Civil Code Section 1789.3, California users of the Services receive 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 the contact information set forth at http://www.dca.ca.gov/about_dca/contactus.shtml.

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