Terms and Condition
PURIYA WEBSITE TERMS & CONDITIONS
TERMS OF SERVICE
This website (the “Site”) is operated by IPC Republic, Inc. under its brand name Puriya. Throughout the Site, the terms “Puriya,” “we,” “us” and “ours” refer to IPC Republic, Inc.
Puriya offers this Site, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. We recommend that you read the following terms and conditions carefully.
By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service,” “Terms,” or the “Agreement”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our Site. If you do not agree to all the terms and conditions of this agreement, then you may not access the Site or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
These terms contain an arbitration provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. See Section 25 (Dispute Resolution) for full details.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
3. MINIUMUM AGE
By accessing and/or using the Service, including by doing so after accessing this Agreement, you represent and warrant that you are at least 18 years old, and are otherwise legally qualified to enter into and form contracts under applicable law. Additionally you represent and warrant that you have given us your consent to allow any of your minor dependents to use this site.
4. AUTHORIZED USE ONLY
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
If you are using the Service on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
6. PAYMENTS, refunds, and subscription plans
You acknowledge and agree that Puriya reserves the right to charge for access to the Site and use of the Services. All transmissions of payment information between you and the Site are secured with Internet-standard TLS (also known as HTTPS) encryption. We collect your name, address, and payment information to process your order.
Puriya offers a 180-day money-back guarantee on any of our products. If you are not fully satisfied with the Products and services purchased by you on the Site, you may cancel your order or request a refund by contacting us at firstname.lastname@example.org. All refund requests must be within one hundred and eighty (180) days of the date your credit or debit card was charged. You agree to comply with all instructions provided by our customer service agents related to your refund. It can take up to three (3) business days for the refund to be credited back to your payment card.
From time to time, Puriya may offer Products for sale in subscriptions—for example, a subscription plan that enables you to receive and pay for monthly shipments of a particular Product—according to the terms of the subscription plan selected by you at the time of purchase. If you chose to enroll in a subscription plan, you understand and agree that, in addition to your first purchase, your credit or debit card on file will be charged for additional membership periods (e.g., once per month) without obtaining further permission or confirmation from you. In other words, subscription plans renew automatically unless cancelled in advance of the next payment period by you. Please pay attention to the payment terms and disclosures provided during the order process for your subscription plan.
Changes and Cancellation. To change or cancel a subscription plan, you may email us at email@example.com, and include your name and order details with the subject line: SUBSCRIPTION CANCELLATION. If you choose to change or cancel your subscription plan by email, you must provide us sufficient information to identify your account, such as your name, shipping address, the email address associated with the account, and any account number that has been assigned to you. Changes and cancellations must be made at least five (5) days before your credit or debit card is charged for the next payment period.
Changes in Subscription Fees. It may be necessary for Puriya to change the fees and charges in effect, including for any subscription plan, and Puriya reserves the right, in its sole discretion, to lower your fees or switch your subscription plan to a lower package rate so long as it has the same features and service level. Puriya will not increase rates for your subscription plan without your prior approval.
Subject to your compliance with these Terms of Service, Puriya grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Puriya websites (located at the following URLs: https://www.puriya.com), and to use the Service. No part of the Service, including the Site, may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of Puriya. All rights not expressly granted in this Agreement are reserved by Puriya. Without limitation, this Agreement grants you no rights to the intellectual property of Puriya or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if, in the sole judgment of Puriya, you have breached any provision of this Agreement.
8. NO RELIANCE ON THIRD-PARTY CONTENT
Opinions, advice, statements, or other information made available through the Service by third parties are those of their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for their content. Puriya does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information accessible on or through the Service; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by a third party through the Service. Under no circumstances will Puriya be responsible for any loss or damage resulting from your reliance on information or other content posted through the Service transmitted to or by any third party.
9. ASSUMPTION OF RISK; RELEASE
You knowingly and freely assume all risk when using the Service. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Puriya and its owners, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Service.
10. PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through the Site. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
11. THIRD-PARTY WEBSITES
The Service may be linked with the websites of third parties ("Third-Party Websites"), some of whom may have established relationships with Puriya and some of whom may not. Puriya does not have control over the content and performance of Third-Party Websites. Puriya has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third-Party Websites. Accordingly, Puriya does not represent, warrant, or endorse any Third-Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third-Party Websites. Puriya disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third-Party Websites.
Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
- ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
13. VIP ProGRAM
Puriya’s VIP program is offered at the sole discretion of Puriya. The terms and conditions, benefits, scope, and duration of the program are subject to change by Puriya at any time. Additionally, the program itself is subject to change or cancellation by Puriya at any time.
14. WHOLESALER TERMS
Puriya is pleased to offer its products for sale by wholesalers. Any wholesaler interested in opening an account for wholesale pricing should submit their information via the online form at https://www.puriya.com/pages/wholesale.
By submitting their information for a. wholesale account, wholesale buyers represent and warrant the following:
- they are acquiring the products for the purposes of trade or business only. The product will not be for personal use.
- They will pay all sales and other tax associated with the sale of the products,
- they will provide tax information and/or a reseller permit within three (3) business’ days of request by Puriya, and
- they will indemnify Puriya against any taxes, fees, assessments, claims, losses, and so forth arising out of or relating to any allegation that the wholesaler is not a legitimate wholesaler.
Wholesale pricing is displayed when logged in and approved as a wholesaler. All prices are listed in US dollars. Prices are subject to change without notice, but confirmed order pricing will be honored.
Changes to orders
Any changes or cancellation to wholesale orders must be emailed to firstname.lastname@example.org within 48 hours.
Method of payment
Payments by credit card and PayPal are all accepted forms of payment. All payment must be made in advance of shipment in US dollars.
Delivery & shipping
Though your shipment will likely go out sooner, please allow up to seven (7) days for your order to ship. Shipping/handling charges will be calculated and added to your order total when the order is ready to ship. We reserve the right to use our discretion as to the carrier to be used on any shipment. Your preferred carrier may be used if the you agree to assume any additional transportation charges.
Damages / defects
Please inspect all shipments immediately upon arrival. Please contact Puriya at email@example.com within five (5) days of receipt of damaged or defective shipments. Returned merchandise will be replaced with new merchandise. Returned merchandise will not be accepted if it is held for more than fifteen (15) days after receipt.
Returns / exchanges
Wholesale merchandise may not be returned or exchanged. We only accept returns in the case of defective merchandise as noted above.
All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the products shall be the Wholesalers’ responsibility.
Puriya reserves the right, at its sole discretion, to reject the application of any Wholesaler for any reason, to revoke a Wholesaler’s appointment as such, to modify or cancel the Wholesaler program, and/or to require Wholesalre to enter into a separate distributor agreement.
For wholesale inquiries and additional information, please contact us at firstname.lastname@example.org.
15. USER ACCOUNT, ACCURACY, and SECURITY
User Account. To use the Service, you may be required to register and create a user account ("Account"). During the Account creation process, you will be asked to provide information that personally identifies you ("Personal Information").
Account Information Accuracy. You represent and warrant that all user information you provide in connection with your Account and your use of the Service is current, complete, and accurate, and you agree that you will update that information as necessary to maintain its completeness and accuracy by updating your personal Profile. You agree that you will not submit any fake content (including without limitation any Account, username, likeness, or Profile) to willfully and credibly impersonate another person, whether actual or fictitious. As a non-exhaustive example, you agree that you will not upload a Profile image that is not your likeness or provide inaccurate information about certifications. If Puriya believes in its sole discretion that the information you provide is not current, complete, or accurate, Puriya has the right to refuse you access to the Service, or to terminate or suspend your access at any time, or both.
No Pseudonyms. You must use your real name on Puriya; pseudonyms are not allowed. Any use of a pseudonym violates this Agreement and is cause for suspension or deletion of your Account.
Account Security. You may also be asked to provide a username, password, and possibly other information to secure your Account. You are entirely responsible for maintaining the confidentiality of your password. You may not use the username or password of any other person, nor may you share your username and password, nor may you circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the Service. You agree to notify Puriya immediately of any unauthorized use of your Account. Puriya shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by Puriya, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your Account.
- CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM COMPANY
By registering for the Service and providing your name, email, postal or residential address, and/or phone number through the Service, you expressly consent to receive electronic and other communications from Puriya, over the short term and periodically, including email communications. These communications will be about the Service, new product offers, promotions, and other matters. You may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by contacting us at email@example.com. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
- USER CONTENT
User Content Defined. "User Content" is any content, material, or information, not including personally identifiable information (e.g., first and last name, address, phone number, email address, etc.), that you submit, upload, and/or post to, or transmit, display, perform, or distribute through the Service, whether in connection with your use of the Service or otherwise. This includes, without limitation, personal photos and videos.
You Own Your User Content. Puriya does not claim ownership of any User Content. You retain all right, title, and interest, including without limitation all worldwide intellectual property rights, in and to your User Content.
License of User Content. By submitting, uploading, or posting User Content in any form with, through, or to the Service, you grant Puriya a royalty-free, perpetual, non-exclusive, unrestricted, fully paid-up, worldwide, sublicensable, revocable (as set forth in Section 7 (License) of this Agreement), assignable license to copy or otherwise reproduce, modify, adapt, translate, distribute, enhance, transmit, publicly display or perform, reformat, and/or otherwise use User Content in connection with the operation of the Service, or any other similar or related business, in any medium now existing or later devised, including without limitation in advertising and publicity. You further agree that Puriya may publish or otherwise disclose your personal information in connection with their exercise of the license granted under this section. You agree to waive, and waive, any claims arising from or relating to the exercise by Puriya of the rights granted under this section, including without limitation any claims relating to your rights of personal privacy and publicity. You will not be compensated for any exercise of the license granted under this section. Puriya is and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
Your Representations About User Content. You represent and warrant that you: (a) own all rights, title, and interest in and to all User Content you submit, or are otherwise authorized to grant the rights provided Puriya under this section; or (b) have written consent, release, and/or permission of every identifiable individual person in any User Content you submit to use the name and likeness of every identifiable person in the User Content. You agree that you will not submit any User Content that does not fully comply with Puriya's prohibitions against Objectionable Content, as detailed in Section 18 (Objectionable Content).
Company's Right to Reject User Content.
Puriya reserves the right, in its sole discretion, to reject any User Content for any reason. The categories specified in Section 18 (Objectionable Content) and Section 19 (Prohibited Conduct) are not exhaustive lists of content that Puriya reserves the right to remove or deny.
The Food and Drug Administration does not allow the posting of material claiming that any of our products can be used to diagnose, treat, cure, or prevent any disease. Accordingly, we may have to edit or remove content that makes such claims, whether they be express or implied.
- OBJECTIONABLE CONTENT
Puriya disclaims any perceived, implied, or actual duty to monitor content made available through the Service, and specifically disclaims any responsibility or liability for information provided on the Service. Without limiting any of its other remedies, Puriya reserves the right to terminate your use of the Service or your uploading, posting, transmission, display, performance, or distribution of Objectionable Content. Puriya, in its sole discretion, may delete any Objectionable Content from its servers. Puriya intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
- PROHIBITED CONDUCT
Puriya imposes certain restrictions on your use of the Service. Any violation of this section may subject you to civil and/or criminal liability. The following uses are expressly prohibited: (a) providing false, misleading, or inaccurate information to Puriya or any other person in connection with the Service; (b) impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity; (c) modifying or changing the placement and location of any advertisement posted through the Service; (d) harvesting or otherwise collecting information about users, including email addresses and phone numbers; (e) without express written permission from Puriya, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Service for any use, including without limitation use on Third Party Websites; (f) accessing content or data not intended for you, or logging into a server or account that you are not authorized to access; (g) attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or breaching security or authentication measures without proper authorization; (h) interfering or attempt to interfere with the use of the Service by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities; (i) forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Service (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers); (j) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the Service, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Service to determine and/or audit advertising revenues and payments, if applicable; (k) creating additional accounts to promote your (or another's) business, or causing others to do so; or (l) paying anyone for interactions on the Service.
We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
20. INTELLECTUAL PROPERTY
You represent and warrant that, when using the Service, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
Puriya and the Puriya company name, trade names, and logos (collectively, the "Company Marks") are trademarks or registered trademarks of Puriya. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Service may be the trademarks of third parties. Neither your use of the Service nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Company Marks generated as a result of your use of the Service will inure to the benefit of Puriya, and you agree to assign, and do assign, all such goodwill to Puriya. You shall not at any time, nor shall you assist others to, challenge Puriya’s right, title, or interest in, or the validity of, the Company Marks.
All content and other materials available through the Service, including without limitation the Puriya logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by Puriya or are the property of Puriya’s licensors and suppliers. Except as explicitly provided, neither your use of the Service nor this Agreement grant you any right, title, or interest in any such materials.
21. DMCA PoLICY
As Puriya asks others to respect Puriya’s intellectual property rights, Puriya respects the intellectual property rights of others. Puriya follows the notice and takedown procedures in the Digital Millennium Copyright Act ("DMCA").
If you believe content located on or linked to by the Service violates your copyright, please immediately notify Puriya by emailed DMCA takedown notice ("Infringement Notice"), providing the information described below. If Puriya takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party who made the content available at the most recent email address that party provided to Puriya.
Under the DMCA, you may be held liable for damages based on material misrepresentations in your Infringement Notice. You must also make a good-faith evaluation of whether the use of your content is a fair use; fair uses are not infringing. (See 17 U.S.C. Section 107, available at https://www.law.cornell.edu/uscode/text/17/107, and Lenz v. Universal Music Corp., No. 13-16106 (9th Cir. Sep. 14, 2015), available at https://www.courtlistener.com/opinion/2937139/stephanie-lenz-v-universal-music-corp/.) If you are not sure if content located on or linked to by the Service infringes your copyright, you should first contact an attorney.
The DMCA requires that all Infringement Notices must include the following:
a) A signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf,
b) An identification of the copyright claimed to have been infringed;’
c) A description of the nature and location of the material that you claim to infringe your copyright, in sufficient detail to permit Puriya to find and positively identify that material;
d) Your name, address, telephone number, and email address; and
e) A statement by you: (i) that you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner's agent; and, (ii) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.
Infringement Notices should be sent to firstname.lastname@example.org with the subject line "DMCA Notice: (INSERT YOUR NAME)".
Puriya will respond to all DMCA-compliant Infringement Notices, including, as required or appropriate, by removing the offending material or disabling all links to the offending material.
Disclosure. All received Infringement Notices may be posted in full to the Lumen database (https://lumendatabase.org/), previously known as the Chilling Effects Clearinghouse.
22. DISCLAIMERs; LIMITATION OF LIABILITY
Puriya, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Service or Puriya’s products, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither Puriya nor its licensors or suppliers warrants that the Service or products will meet your requirements, or that the operation of the Service will be uninterrupted or error-free. Puriya disclaims all implied liability for damages arising out of the furnishing of the Service or products pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Service, whether caused by acts of commission or omission, or any other damage occurring. Puriya shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of Puriya, Company Parties, the products, or Puriya users, or their agents or representatives.
Your Responsibility for Loss or Damage
You agree that your use of the Service and Puriya’s products is at your sole risk. You will not hold Puriya or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Service or products. The Service may contain bugs, errors, problems, or other limitations.
Limitation of Liability
In no event shall Puriya or its licensors or suppliers be liable to you for any claims arising from your use of the Service or Puriya’s products, including without limitation for special, incidental, or consequential damages, lost profits, medical bills, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to Puriya or its licensors and suppliers arising out of or in connection with your use of the Service or products. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. In no event will Puriya’s total cumulative liability to you, from all causes of action of any kind, exceed the total cost of the products you purchased from Puriya. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Puriya and you. The Service and products would not be provided without such limitations.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
Application of Disclaimers
The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Puriya or between you and any of Puriya’s licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. Puriya’s licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Service, products, or otherwise shall alter any of the disclaimers or limitations stated in this section.
Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless Puriya and the Company Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, "Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Puriya, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and Puriya, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Service or Products; (iv) your provision to Puriya or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; (v) your violations of Section 19 regarding prohibited uses of the Service and other prohibited conduct; or (vii) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.
Without limiting any other provision of this Agreement, Puriya reserves the right to, in Puriya’s sole discretion and without notice or liability, deny use of the Service to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation. This Agreement shall automatically terminate if you breach any of this Agreement's representations, warranties, or covenants. Such termination shall be automatic and shall not require any action by Puriya.
You may terminate this Agreement and your rights under it at any time, for any or no reason at all, by providing to Puriya notice of your intention to do so, in the manner required by Section 26.
Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Service. Upon termination, Puriya may, but has no obligation to, in Puriya’s sole discretion, rescind any services and/or delete from Puriya’s systems all your Personal Information and any other files or information that you made available to Puriya or that otherwise relate to your use of the Service. Upon termination, you shall cease any use of the Service.
After termination, Puriya reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Service, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.
Upon termination, all rights and obligations created by this Agreement will terminate, except that the following Sections will survive any termination of this Agreement: Sections 1 through 4, all outstanding payment obligations in Section 6, Section 9, and Sections 15 through 27.
25. DISPUTE RESOLUTION
If you and Puriya or any of the Company Parties (collectively for purposes of this Section, “Puriya”) cannot resolve a dispute or other Claim through negotiations, either party may elect to have the dispute or Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s).
You acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action.
The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement, available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except as otherwise provided for in this Agreement, Puriya will pay the AAA filing, administration, and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you will pay the arbitrator fees, in addition to any amount that exceeds the filing fees. In that case, you also agree to reimburse Puriya for all payments disbursed that are your obligation to reimburse under the AAA Rules. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction to resolve. The arbitration will take place in Los Angeles, California, but may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Puriya may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator shall award costs to the prevailing party (including, without limitation, fees, expenses, and reasonable attorneys' fees) at any time during the proceeding and upon request from either party, within 14 days of the arbitrator's ruling on the merits.
Restrictions Against Joinder of Claims
You and Puriya agree that any arbitration shall be limited to each Claim individually. You and Puriya agree that each may only bring claims against the other in your or Puriya’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude you or Puriya from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Puriya from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in Los Angeles, California.
Venue for any Judicial Proceeding
This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in California, and shall be governed by and construed in accordance with the laws of California without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to Los Angeles, California. The parties stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
All notices required or permitted to be given under this Agreement must be in writing. Puriya shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Puriya. You agree that any notice received from Puriya electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility of ensuring that your email address on file with Puriya is accurate and current, and notice to you shall be deemed effective upon the sending by Puriya of an email to that address. You shall give any notice to Puriya by submitting said notice to us at email@example.com.
Entire Agreement. This Agreement constitutes the entire agreement between Puriya and you concerning your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
Amendments. This Agreement may only be modified by a written amendment signed by an authorized executive of Puriya, or by the unilateral amendment of this Agreement by Puriya along with the posting by Puriya of that amended version.
No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of Puriya. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
Independent Contractors. You and Puriya are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, with the following exceptions: the Company Parties, Indemnitees, and Puriya’s licensors and suppliers (to the extent expressly stated in this Agreement).
Injunctive Relief. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to Puriya and Puriya’s licensors and suppliers and would therefore entitle Puriya or Puriya’s licensors or suppliers, as the case may be, to injunctive relief.
Headings. The headings in this Agreement are for convenience only and shall have no legal or contractual effect. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the d