Social AniMall User Agreement
Applicability of Terms and Conditions and Nature of Services
This “User Agreement,” and all policies and additional terms posted on and in our sites, applications, tools and services (collectively “Services”) set out the terms on which Social AniMall offers you access to and use of our Services and your purchase or sale of products and related services through www.SocialAniMall.com (the “Site”). Additional terms posted on and in our Services are incorporated into this User Agreement by reference as if they were restated here in full. The most recent version of these Terms shall be posted for your review at any time on the Site. Please review these Terms in their entirety prior to engaging in any transaction on the Site. Your continued use of the Site after any posting of updated Terms shall constitute your acceptance of and agreement to any changes therein made.
The entity you are contracting with is SocialAniMall, LLC, a Tennessee limited liability company. In this User Agreement, this entity is referred to as “Social AniMall,” “we,” or “us.”
Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see “Disclaimer of Warranties; Limitation of Liability” and “Legal Disputes” provisions below). It also contains an Agreement to Arbitrate between you, Social AniMall, and the other parties specified therein, which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration (see Legal Disputes, Section B (“Agreement to Arbitrate”)). In the event of a dispute: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
The actual contract for sale is directly between the seller and buyer. Social AniMall is not a party to the transaction, and it is not a seller. Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational, and you may decide to follow it or not. Social AniMall has no control over and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
Using Social AniMall
In connection with using or accessing our Services you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not post, list or upload content or items in inappropriate categories or areas on our sites; breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions; fail to pay for items purchased by you, unless you have a valid reason as set out in an Social AniMall policy, for example, the seller has materially changed the item’s description after you bid; fail to deliver items sold by you, unless you have a valid reason as set out in Social AniMall policy; manipulate the price of any item or interfere with any other user’s listings; post false, inaccurate, misleading, deceptive, defamatory, or libelous content; take any action that may undermine any feedback or ratings systems ; transfer your Social AniMall account (including feedback) and user ID to another party without our consent; distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes; distribute viruses or any other technologies that may harm Social AniMall or the interests or property of users, as determined by Social AniMall, in its sole discretion; use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Social AniMall; interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our Site and/or server(s); infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) of any other person or entity. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Social AniMall or someone else; commercialize any information or software associated with Social AniMall, except with the prior express permission of Social AniMall; harvest or otherwise collect information about users or Social AniMall without consent; circumvent any technical measures used to provide our Services; or engage in any other conduct which a court, regulatory body, or administrative proceeding has found to infringe on another’s Intellectual Property Rights.
Sellers are subject to Social AniMall’s minimum performance standards, if and when established by Social Animall. Failure to meet these standards may result in Social AniMall charging you any additional fees that Social AniMall incurs or is necessary to remediate the failure, and/or limiting, restricting, suspending, or downgrading your seller account.
Abusing Social AniMall
If we believe you are abusing Social AniMall and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
If we believe you are violating our policies prohibiting offers to buy or sell outside of Social AniMall, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you are a seller and you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Social AniMall, you may be liable to pay a final value fee applicable to that item, even if the item does not sell. We may cancel unconfirmed accounts or accounts that remain inactive, and we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.
When a buyer or seller issue arises, we may consider the user’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement at our sole discretion. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion, without waiving any other rights of Social AniMall created herein or otherwise. For further information please reach out to firstname.lastname@example.org.
Fees and Taxes
The fees we charge for using our Services are listed on our Site. We may change our selling fees from time to time by posting the changes on the Site prior to the subject transaction, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees. If you are a seller, you are liable for transaction fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of Social AniMall. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Social AniMall, you may be liable to pay a final value fee applicable to that item, even if the item doesn’t sell, given your usage of our Services for the introduction to a buyer.
You must have a payment method on file when selling using our Services and pay all fees and applicable taxes associated with your use of our Services by the payment due date. If your payment method fails or your account is past due, Social AniMall payments entities may collect amounts owed by bring any legal action necessary to enforce this Agreement, and any arbitration agreement, and you will be subject to late fees at the rate of 10% per annum. Social AniMall, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information Social AniMall reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at Social AniMall Inc., PO Box 5016, Chattanooga, TN 37406-0016 USA. If you wish to dispute the information a collection agency reported to a credit bureau regarding your Social AniMall account, you must contact the collection agency directly. For further information please reach out to email@example.com.
In any jurisdiction where Social AniMall has an obligation to collect sales taxes on sales you make using our Services, we may collect such sales taxes from you via the payment method on file under the terms of the Payments Policy or via any other means available to us.
Selling fees don’t purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, buyers or sellers.
When listing an item for sale on our Services, you assume full responsibility for the item offered and the accuracy and content of the listing. Your listing may not be immediately searchable by keyword or category subject to technical conditions. Social AniMall cannot guarantee exact listing duration. You agree that the content you provide complies with all of our listing policies, including the Images, videos and text policy. Content that violates any of Social AniMall’s policies may be modified, obfuscated or deleted at Social AniMall’s sole discretion. We may revise product data associated with listings to supplement, remove, or correct information. The appearance or placement of listings in search and browse results will be at SocialAnimall’s sole discretion.
We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other sellers,
For items listed in certain categories, subject to certain programs, and/or offered or sold at certain price points, Social AniMall may require the use of certain payment methods, subject to our Payments methods policy. For example, for inventory covered by authentication services, buyer and sellers may be subject to escrow and/or payment handling requirements,
You will not sell and will promptly remove all listings for any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency. Social AniMall has no responsibility or liability for the safety or performance of any product that you list or sell using our Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of any product you list or sell using our Services.
When buying an item on our Services, you agree that you are responsible for reading the full item listing before committing to buy. You are entering into a legally binding contract to purchase an item when you commit to buy an item, your offer for an item is accepted, or if you have the winning bid (or your bid is otherwise accepted). We do not transfer legal ownership of items from the seller to you. Tennessee Annotated § 47-2-401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise.
International Buying and Selling
Many of our Services are accessible internationally. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items. Pursuant to a routed export transaction under the U.S. Export Administration Regulations and Foreign Trade Regulations, the buyer, as the Foreign Principal Party in Interest, will agree to assume responsibility for the export shipment. You remain liable for the accuracy of information you provide about items, and you agree to provide timely responses to requests for additional information.
You consent to the disclosure of certain personally identifiable information, as well as listing and order information, by Social AniMall to third parties (such as customs and revenue authorities, as well as other government agencies), in connection with the processing, export and customs clearance, and international transportation of any item. Social AniMall does not control the privacy policies of these third parties, and you are subject to the privacy policies of those parties, as applicable.
When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Social AniMall, our assignees, our sublicensees, and their assignees in connection with our, those assignees’, and those sublicensees’ use of that content in connection with our provision, expansion, and promotion of our Services.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Social AniMall takes no responsibility and assumes no liability for any content provided by you or any third party.
We may offer product data (including images, descriptions and specifications) that are provided by third parties (including Social AniMall users). You may use that content solely in your Social AniMall listings. Social AniMall may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings). You agree that Social AniMall is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.
The name “Social AniMall” and other Social AniMall marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Social AniMall in the U.S. and other countries. They may not be used without the express written prior permission of Social AniMall.
Holds and Restricted Funds
Authorization to Contact You; Recording Calls; Analyzing Message Content
Privacy of Others; Marketing
If Social AniMall provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user’s information to a third party for purposes unrelated to our Services. Additionally, you may only send marketing communications to users who have consented to receive them, and only using Social AniMall Services.
Sellers are responsible for posting their return policies on their listings, and the terms of any return policy are part of the contract between the respective buyer and seller. If the seller fails to post a return policy in the listing, the substantive law of Tennessee regarding returns will be deemed to apply to the transaction, but in no circumstances will Social AniMall be a party to any contract or be liable to any party in the contract regarding returns. Social AniMall is not responsible for coordinating any returns or for reimbursing buyers for returned or defective items. When an item is returned, to refund the buyer, you (as seller) authorize Social AniMall or Social AniMall payments entities to stop any payments or collect the amount of the reimbursement from you. If a transaction is cancelled, Social AniMall may issue a refund to the buyer on your behalf. If a refund is issued to a buyer, you (as seller) authorize Social AniMall or Social AniMall payments entities to collect the amount of the refund from you. If you (as seller), choose to reimburse a buyer, or are required to reimburse a buyer by law, you authorize Social AniMall, or Social AniMall payments entities to collect the amount of the reimbursement from your current or future sales proceeds, linked financial account, or other payment method on file. If we cannot get reimbursement from you, we may collect the outstanding sums using other collection mechanisms, including retaining collection agencies.
Users of the Services do not have a right to cancel orders after they have been entered with Social AniMall. Social AniMall, at our own discretion, may cancel and/or attempt to cancel any order upon notification by the buyer, but such cancellation is not guaranteed. If the order cannot be cancelled, buyers may still be permitted to return the item if the item is eligible for return.
Social AniMall manages payments on behalf of sellers for most sales (such management described as “managed payments” or similar) through the third-party entities as described in our Payments Policy. Regardless of whether or not Social AniMall or a Social AniMall payments entity manages a sale, the contract for sale underlying the purchase of goods is directly concluded between seller and the buyer, and no payments entity is a party to the contract by virtue of processing any payment under the contract.
In order to use managed payments, and to continue to list and sell on Social AniMall, you must: provide the payments entity with information about you and/or your business to meet its compliance requirements, including those involving identity verification, anti-money laundering controls, and sanctions screening as required by applicable laws and policies; pass such verification and screening and otherwise meet the compliance requirements of the payments entity, as determined by the payments entity; and provide bank account information for a U.S.-based checking account so that the payments entity can link such checking account to your Social AniMall account, allowing the payments entity to pay you.
In addition, the payments entity may obtain information about you from third-parties to verify your identity, comply with anti-money laundering and sanctions screening obligations, and for other purposes in connection with managed payments; and the payments entity may use third-party payments service providers to assist it in providing managed payments services, including companies that process payments, perform risk assessments (such as credit agencies) or compliance checks, verify identity, and validate payment methods. Social AniMall, the payments entity, and their affiliates may send personal data associated with you and your account to such third-parties.
If you are a buyer completing a purchase from a seller that is using managed payments, you may pay for such items using those payment methods that the payments entity makes available, and the payments entity will manage settlement to sellers. By completing purchases from sellers who use managed payments, buyers authorize the payments entity to initiate payments using the buyers’ selected payment method and collect the transaction amounts on behalf of sellers. Accordingly, payments received bythe payments entityfrom buyers satisfy buyers’ obligations to pay sellers in the amount of payments received. In certain instances, your transaction may be declined, frozen, or held for any reason including for suspected fraud, AML compliance, compliance with economic or trade sanctions, in connection with Social AniMall’s internal risk controls or due to potential violations of any policy of Social AniMall or the payments entity, or a policy of one of the payments entity’s third-party payment services providers.
Social AniMall, the payments entity or its affiliates may save payment information, such as credit card or debit card numbers, and card expiration dates, entered by you on our Services when you make a purchase, redeem a coupon, or make any other transaction on our Services where card information is entered. Such stored payment information may be used as your default payment method for future transactions on our Services. You are responsible for maintaining the accuracy of information we have on file, and you consent to Social AniMall updating such stored information from time to time based on information provided by you, your bank or other payments services providers. You will only provide information about payment methods that you are authorized to use.
If you seek returns or cancellations on our Services, then the payments entity refunds amounts paid for successful claims in returned or cancelled transactions in cases where the original payment was managed by the payment entity. Refund timing may vary in accordance with the rules of third parties, such as credit and debit card networks.
You agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules and terms and conditions in connection with the use of managed payments. You understand that some third parties, such as credit and debit card issuers, credit and debit card networks and payments services providers, may have their own terms and conditions for the payment or settlement methods you choose to use in connection with managed payments transactions. Failure to abide by third party terms and conditions may result in fees assessed to you (for example, currency conversion fees from your credit card issuer if the transaction currency is different from your credit card currency) or other actions taken by such third parties, and you agree that the payments entity has no control over, or responsibility or liability for, such fees or actions.
For further information please reach out to firstname.lastname@example.org.
Disclaimer of Warranties; Limitation of Liability
Notification functionality in Social AniMall’s applications may not occur in real time. Such functionality is subject to delays beyond Social AniMall’s control, and Social AniMall is not responsible for any damages arising out of delay or loss of functionality of the Services. You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude and expressly disclaim all express or implied warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, in no event will Social AniMall (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or Social AniMall was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from: the content you provide (directly or indirectly) using our Services; your use of or your inability to use our Services; pricing, shipping, format, or other guidance provided by Social AniMall; delays or disruptions in our Services; viruses or other malicious software obtained by accessing or linking to our Services; glitches, bugs, errors, or inaccuracies of any kind in our Services; damage to your hardware device from the use of any Social AniMall Service; the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items; a suspension or other action taken with respect to your account or breach of the Abusing Social AniMall Section above; the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.
If, notwithstanding the previous paragraph, we are found to be liable, our liability to you or to any third party is limited to the price the item sold for on Social AniMall (including any applicable sales tax) and its original shipping costs.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees agents, insurers, lenders, and attorneys) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You, as either a buyer or seller, agree to indemnify, defend, and hold us harmless (including all of our affiliates, subsidiaries, as well as our and their respective officers, directors, employees, agents, insurers, lenders, attorneys, and users) harmless from any claim or demand, including reasonable legal fees, made by anyone due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party. If this Indemnity obligation or any portion of this User Agreement shall be invalidated on any ground by any court of competent jurisdiction or arbitrator, then you shall nevertheless indemnify, defend, and hold harmless each person or entity entitled to such indemnity or defense above to the fullest extent permitted by any applicable portion of this Indemnity obligation that shall not have been invalidated and to the fullest extent permitted by applicable law.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND SOCIAL ANIMALL HAVE AGAINST EACH OTHER ARE RESOLVED.
In this Legal Disputes Section, the term “related third parties” includes your and Social AniMall’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Social AniMall’s, and these entities’ respective employees and agents.
You and Social AniMall agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Social AniMall (or any related third parties) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Social AniMall or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
A. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Tennessee, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Social AniMall, except as otherwise stated in this User Agreement.
B. Agreement to Arbitrate
You and Social AniMall each agree that any and all disputes or claims that have arisen, or may arise, between you and Social AniMall (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Social AniMall or its agents, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court.
Alternatively, you may assert your claims in small claims court in the State of Tennessee, to which you agree to submit yourself to the personal jurisdiction of, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act (“FAA”), and to the extent not inconsistent with the FAA, the laws of the State of Tennessee, without regard to principles of conflict of laws, governs the interpretation and enforcement of this Agreement to Arbitrate.
C. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND SOCIAL ANIMALL AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND SOCIAL ANIMALL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 18.C below), subject to your and Social AniMall’s right to appeal the court’s decision. All other claims will be arbitrated.
D. Arbitration Procedures
The arbitrator shall not decide issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), which shall be for a court of competent jurisdiction in Tennessee to decide.
Unless the parties agree otherwise, any arbitration will be administered by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules and the AAA’s Commercial Arbitration Rules, and the AAA’s International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. The AAA’s rules are available at www.adr.org and www.icdr.org. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach the agreement, the court (pursuant to Section 18.C below) shall select the administrator.
A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute (“Notice”). The Notice to Social AniMall must be sent to PO Box 5016, Chattanooga, TN 37406-0016 USA. Social AniMall will send any Notice to you to the physical address we have on file associated with your Social AniMall account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and describe the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.
If you and Social AniMall are unable to resolve the claims described in a valid Notice within 30 days after Social AniMall receives that Notice, you or Social AniMall may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Social AniMall at the following address: PO Box 5016, Chattanooga, TN 37406-0016 USA. In the event Social AniMall initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Social AniMall account. Any settlement offer made by you or Social AniMall shall not be disclosed to the arbitrator.
Any arbitration hearing shall be held in Hamilton County, Tennessee, United States, or another mutually agreed location. Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Social AniMall may attend by telephone, unless the arbitrator requires otherwise. The language of the arbitration will be English.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Social AniMall user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
E. Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Social AniMall for all legal fees associated with the arbitration paid by Social AniMall. Absent a determination that your claims are frivolous, each party shall bear its own legal expenses and the arbitrator shall not award legal fees as part of any judgment to either party.
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
G. Opt-Out Procedure
IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO PO Box 5016, Chattanooga, TN 37406-0016 USA.
You must contact us by mail in order to opt out of the Agreement to Arbitrate. You must provide us with your name, address (including street address, city, state and zip code), and the user ID(s) and email address(es) associated with the Social AniMall Service account(s) to which the opt-out applies. Your Opt-Out Notice must expressly state that you wish to Opt-Out and you must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
H. Future Amendments to the Agreement to Arbitrate
Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Social AniMall prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Social AniMall. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.SocialAniMall.com at least 30 days before the effective date of the amendments and by providing notice through email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
I. Judicial Forum for Legal Disputes
All claims or disputes that are not subject to the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate and all matters brought pursuant to and in aid of the Agreement to Arbitrate will be resolved exclusively by a state or federal court located in Hamilton County, Tennessee. You and Social AniMall agree to submit to the personal jurisdiction of the courts located within Hamilton County, Tennessee for the purpose of litigating all such claims, disputes, or matters.
Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on the Site.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on the Site. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days’ notice by posting the amended terms. Additionally, we will notify you through the Social AniMall Message Center and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Social AniMall representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
Without limiting Social AniMall’s ability to refuse, modify, or terminate all or part of our Services, Social AniMall may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.
The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Site. If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and Social AniMall and supersede all prior understandings and agreements of the parties. The following Sections survive any termination of this User Agreement: Fees, Content, Holds and Restricted Funds, Managed Payments, Returns, Cancellations, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.