Terms and Conditions of Use and Sales
Last Updated on August 1, 2022
IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE (THE “TERMS”) BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER HTTPS://GOLDWATERJEWELRY.COM/. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES. THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.
The use of https://goldwaterjewelry.com/ (hereafter “Website”), which is owned and maintained by Goldwater Jewelry (“Goldwater,” “we,” “our,” “us”), is governed by the terms and conditions set forth below. We offer the Website, including all information, tools, and services available from the Website to you, the user, conditioned upon your acceptance of all terms and conditions stated here. By accessing, using, or placing an order over the Website, you and your business agree to the terms set forth herein. If you do not agree to these Terms in their entirety, you are not authorized to use the Website in any manner or form whatsoever.
THIS IS A BINDING AGREEMENT. THESE TERMS AND CONDITIONS OF USE & SALE (“TERMS”) TOGETHER WITH OUR PRIVACY POLICY FORM A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND GOLDWATER. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY GOLDWATER, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE.
THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 12.
Goldwater reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms on our Website. Use of the Website after such changes constitutes your acceptance of such changes. Any new features or tools which are added to the current Website shall also be subject to the Terms.
1. WEBSITE USE
The Website is intended for businesses operated by adults. If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), operate a business, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.
2. WEBSITE USER CONDUCT AND RESTRICTIONS-LICENSE TERMS
All aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Goldwater trademark and logo are proprietary marks of Goldwater, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Goldwater.
Subject to your continued strict compliance with all Terms, Goldwater provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferrable license to use the Website. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.
You agree not to use or attempt to use the Website in any unlawful manner or a manner harmful to Goldwater. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website including, but not limited to, refraining from:
1. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Goldwater’ reputation; hacking and other digital or physical attacks on the Website; and the violation of the rights of Goldwater or any third party;
2. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Goldwater’s reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
3. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; promoting the sale or use of illegal drugs; or that violates the intellectual property rights of another.
4. OUR PRIVACY POLICY AND YOUR PERSONAL INFORMATION
We respect your privacy and the use and protection of your non-public, personal information. Your submission of personal information through the Website is governed by our Privacy Policy. Our Privacy Policy may be viewed here: https://goldwaterjewelry.com/privacy. Goldwater reserves the right to modify its Privacy Policy in its reasonable discretion from time-to-time. Our Privacy Policy is incorporated into this Agreement by reference.
3. INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS
To access certain portions of the Website and/or services made available through the Website, you may be required to create an account with Goldwater. You warrant that the information you provide us is truthful and accurate, and that you are not impersonating another person. You are responsible for maintaining the confidentiality of any password you may use to access your Goldwater user account, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to your user account, to any third party. You are fully responsible for all transactions with, and information conveyed to, Goldwater under your user account. You agree to immediately notify Goldwater of any unauthorized use of your password or user name or any other breach of security related to your user account. You agree that Goldwater is not liable, and you will hold Goldwater harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations. Please see Section 14 below for additional information.
4. ORDER PLACEMENT AND ACCEPTANCE
If you order any product or service through the Website payment must be received by us before your order is accepted. We may require additional information regarding your order if any required information was missing or inaccurate, and may cancel or limit an order any time after it has been placed. Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order.
All products and services are subject to availability. We will notify you if any item is not available, the expected availability date, and may offer you an alternative product, or service. If a product or service is no longer available and you do not wish to substitute the product or service, upon your request, we will cancel your order and if previously charged, your payment card will be fully refunded for that specific order. We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis at our sole and exclusive discretion.
Your purchase order of products and/or services is conditioned on you re-affirming your acceptance of this Agreement.
All advertised prices are in, and all payments shall be in, U.S. Dollars.
5. PAYMENT AND CANCELLATION
The purchaser is responsible for paying all sums due to Goldwater in connection with their purchased products and/or services in accordance with these Terms. In addition to any Fees, Goldwater may also charge applicable sales, value added, or other tax. Potential customers can pay by credit card or debit card. Payment details shall be collected by through our secure financial data collection mechanism. Goldwater utilizes a third party vendor to process all payments. You acknowledge and agree that our third party vendor will hold data relating to the transaction, which may include the last four digits and the expiration date of the card used to purchase the products or services together with details on when payment is due.
Goldwater reserves the right to immediately terminate a user’s account, access to the Website, and access to and use of all products and/or service, with or without notice. Termination of products and/or service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses. In the event Goldwater starts collection processes of any type, you will be liable for all collection costs, including legal fees and expenses, as provided in Section 14 below.
If you wish to cancel your purchase of an in-stock product which has not yet been shipped, you must submit a cancellation request to us via our support email address at [email protected]. For customized items, items that are made to order, rings that are created in your size, custom ordered diamonds, and custom engraved items, cancellation will not be accepted due to the custom or personalized nature of those items and/or our inability to resell them.
6. RETURN POLICY
We thank you for your purchase and hope that you are happy with your items. However, if you are not completely satisfied with your purchase, you may return it to us for a full refund only. Please see below for more information on our return policy.
All returns must be postmarked within seven (7) days of the delivery date. All returned items must be in new and unused condition, with all original tags and labels attached.
To return an item, please email the Goldwater customer support at [email protected] to obtain a Return Merchandise Authorization (RMA) number and return address. After receiving a RMA number, place the items securely in their original packaging, and mail your return to the address given to you by Goldwater customer support when you received your RMA number. Please note that you will be responsible for all return shipping charges. We strongly recommend that you use a trackable method to mail your return.
After receiving your return and inspecting the condition of your items, we will process your return. Please allow at least fourteen (14) days from the receipt of your item to process your return. Refunds may take one to two (1-2) billing cycles to appear on your credit card statement, depending on your financial institution. We will notify you by email when your return has been processed.
The following items cannot be returned:
- Customized items
- Items that are made to order
- Custom order diamonds
- Custom engraved items
For defective or damaged products, please contact us at the contact details below to arrange a refund or exchange.
Please note:
- Sale items are FINAL SALE and cannot be returned
- Items must be in new and unused condition
- Items must be in the original packaging with all original tags and labels attached
If you have any questions concerning our return policy, please contact us at [email protected]
7. PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITE
Products, services and prices may be posted on the Website. Goldwater reserves the right, without notice, to discontinue products or services or modify specifications and prices on products and services without incurring any obligation to you. Except as otherwise expressly provided for in these Terms, any price changes to your subscription or purchase of product(s) or services will take effect following email notice to you.
Price changes are effective immediately after the price change is posted. By accessing, using, subscribing or placing an order over the Website, you authorize Goldwater to charge your account in the amount indicated for the value of the products or services you select, including any future price changes. If you request a downgrade in products or services, the downgrade (and corresponding price reduction) will become effective on the first day of the month following your requested downgrade. By your continued use of Goldwater products or services, and unless you terminate your subscription as provided herein, you agree that Goldwater may charge your credit or debit card monthly for the products or services you have selected, and you consent to any price changes for such products or services.
Goldwater takes reasonable steps to set forth correct prices on the Website and to accurately describe and display the items available on the Website. If the correct price of our products or services is higher than its stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
When ordering products or services, please note that Goldwater does not warrant that the descriptions are accurate, complete, current, or error-free. All sales are deemed final except as provided in these Terms. Goldwater’s descriptions of, or references to, products or services not owned by Goldwater are not intended to imply endorsement of that products or services, or constitute a warranty by Goldwater.
8. YOUR RESPONSIBILITES
You are solely and exclusively responsible for complying with any and all applicable laws and regulations, including, but not limited to, all laws governing advertising and marketing claims, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your business. Goldwater shall have no liability for your violation of any laws. Goldwater shall not be responsible to collect or report any taxes which may apply to your business or sales of products or services by your business. You agree to indemnify Goldwater as set out in Section 14 below in the event that you and/or your business violates any law and a claim is threatened or asserted against Goldwater as a result.
9. TESTIMONIALS, REVIEWS, AND PICTURES/VIDEOS
Goldwater is pleased to hear from users and customers and welcomes your comments regarding our services and products. Goldwater may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it. Testimonials may be used for any form of activity relating to Goldwater’s services or products, in printed and online media, as Goldwater determines in its sole and exclusive discretion. Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and your business may have using our services or products.
Anything that you submit or post to the Website and/or provide us, including without limitation, photographs, testimonials, ideas, know-how, techniques, questions, reviews, comments, and suggestions is and will be treated as non-confidential and non-proprietary, and we shall have the royalty-free, worldwide, perpetual, irrevocable, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, and create derivative works from such submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such submissions.
Additionally, Goldwater reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. Goldwater shall be under no obligation to use any, or any part of, any testimonial or product review submitted.
10. DISCLAIMERS OF WARRANTIES
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:
THE WEBSITE AND ALL CONTENT, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITE, PRODUCTS, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (F) THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. LIMITATIONS OF LIABILITIES
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL GOLDWATER OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES, SOFTWARE, OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER GOLDWATER HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.
IN NO EVENT SHALL GOLDWATER’S LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO GOLDWATER FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST GOLDWATER OCCURRED OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.
12. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR AND YOUR BUSINESS’ RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
If you have a complaint, dispute, or controversy, you agree to first contact us at [email protected] to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of the Website, any product, service, or software, or your relationship with us that cannot be resolved through such informal process or through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. We agree that any claim we may have against you or your business will also be subject to this arbitration provision, except as provided in Sections 13 and 14 below. The arbitration will be conducted by a single neutral arbitrator in the English language in Los Angeles, California, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Mediation Procedures, in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, this arbitration provision, and any other terms incorporated by reference into these Terms. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Goldwater.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.
The arbitrator shall follow the substantive law of the State of California without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You and Goldwater agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and Goldwater expressly waive any right to pursue any class or other representative action against each other.
Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1 year period includes the 120-day informal resolution procedures described above).
This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
This provision survives termination of your account or relationship with Goldwater, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.
YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.
13. GOLDWATER’S ADDITIONAL REMEDIES
In order to prevent or limit irreparable injury to Goldwater, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Goldwater or a third-party, Goldwater shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Los Angeles, California restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting Goldwater from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Los Angeles County, California for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.
14. INDEMNIFICATION
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS GOLDWATER, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSORS, INDEPENDENT CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSS, LIABILITIES, DAMAGES, EXPENSES, DEMANDS, AND COSTS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO ATTORNEYS’ FEES AND COSTS OF ANY LITIGATION OR OTHER DISPUTE RESOLUTION, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH OR RELATED TO (1) YOUR USE, MISUSE, OR ATTEMPT TO USE THE WEBSITE, PRODUCTS, OR SERVICES, (2) INFORMATION YOU SUBMIT OR TRANSMIT THROUGH THE WEBSITE, (3) YOUR BREACH OF THESE TERMS, THE DOCUMENTS THEY INCORPORATE BY REFERENCE, THE AGREEMENT, OR THE REPRESENTATIONS AND WARRANTIES PROVIDED BY YOU IN THIS AGREEMENT, OR (4) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD-PARTY.
15. NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT
If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send Goldwater a notice requesting that Goldwater remove the materials or content from the Website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send Goldwater a counter-notice. Notices and counter-notices should be sent to Goldwater, PO Box 11526, Burbank, CA 91510, or by e-mail to [email protected]
16. THIRD-PARTY LINKS
The Website may contain links to other websites. Goldwater assumes no responsibility for the content or functionality of any non-Goldwater website to which we provide a link. Please see our Privacy Policy for more details.
17. TERMINATION
This Agreement will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, otherwise submit information through the Website, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Sections 9 through 15, and 17 through 26 of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Goldwater.
Upon termination, you remain responsible for any outstanding payments to Goldwater.
18. NO WAIVER
No failure or delay on the part of Goldwater in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by Goldwater.
19. GOVERNING LAW AND VENUE
This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website, our Privacy Policy or any matter concerning Goldwater, including your purchase and use or attempted use of any software, service or product, shall be governed exclusively by the laws of State of California without regard to its conflicts of laws principles. To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement in these Terms, the parties agree any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Los Angeles, California, and you hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue. All such claims must be brought on an individual and non-class, non-representative basis, and you forever waive any right to bring such claims on a class wide or representative basis.
20. FORCE MAJEURE
Goldwater will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.
21. ASSIGNMENT
Goldwater may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Goldwater’s (or its assigns’) express written consent.
22. ELECTRONIC SIGNATURE
All information communicated on the Website is considered an electronic communication. When you communicate with Goldwater through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.
23. CHANGES TO THE AGREEMENT
You can review the most current version of the Terms at any time here, on the Website. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Policy, by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.
24. YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES
You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Website; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not re-sell, re-distribute, or export any product or service that you order from the Website. You further represent that Goldwater has the right to rely upon all information provided to Goldwater by you, and Goldwater may contact you and your business by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website.
25. SEVERABILITY
If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.
26. ENTIRE AGREEMENT
These Terms, the Agreement, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and Goldwater and governs your access and use of the Website and your ordering, purchasing, and use and/or attempted use of any service, software, or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Goldwater. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to these Terms, the Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.
27. CONTACTING US
If you have any questions or inquiries concerning any of the Terms, you may contact Goldwater by e-mail at [email protected].