Thank you for using Ofidy! These Terms of Service (“Terms”) govern your use of the services offered by the Ofidy Shopping Browser apps, the Ofidy Shopping Browser Google Chrome extension, the Ofidy website, APIs, and any websites (or portions thereof) or mobile applications that are operated as part of the Ofidy service (collectively, the “Services”), and are entered into by you and Ofidy Technologies LLC (d/b/a Ofidy), a Delaware corporation (“Ofidy”). This Agreement applies to all visitors, users, and others who access the Services (each, hereafter, a “user”).
SECTION 10 (“DISPUTES & ARBITRATION”) OF THESE TERMS (THE “ARBITRATION AGREEMENT”) PROVIDES THAT ANY CLAIMS THAT YOU AND OFIDY HAVE AGAINST EACH OTHER, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS, WILL, WITH LIMITED EXCEPTIONS, BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST OFIDY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ALSO WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 10 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
The Services comprise a collection of technology solutions that presents you with a set of one or more retailer (each a “Retailer”) virtual storefronts from which you can select goods for picking and packing by one or more personal shoppers and delivery to your desired location or, if available, for you to pick up in-store. Depending on the Retailer from whose website you purchase goods through the Services, picking and packing, and delivery services may be performed by third parties, which may include Retailer personnel, independent contractors, and third party logistics providers (collectively, “Third Party Providers”).
You acknowledge that services provided by Third Party Providers are provided by third-party independent contractors who are not employed by Ofidy. You acknowledge that Ofidy does not supervise, direct, or control the performance of services provided by Third Party Providers to you or for your benefit.
When you use the Services to place an order for goods, you authorize the purchase of those goods from the Retailers you select and, if you have selected delivery services, the delivery of those goods by Third Party Providers. Unless otherwise specified, you acknowledge and agree that Ofidy and the Third Party Provider are collectively acting as your agents in the ordering, picking, packing, and/or delivery of goods purchased by you and the Retailer—not the Third Party Provider and not Ofidy—is the seller of the goods to you. You agree that your purchase is being made from the Retailer you have selected, that Retailer is the merchant of record, and that title to any goods passes to you when they are purchased at the applicable Retailer’s store. You agree that Ofidy or the applicable retailer will obtain a credit card authorization for your credit card on file with Ofidy to cover the cost of the goods you have purchased from the retailer and any separate Ofidy fees, and your card will be charged for the goods purchased by you and any applicable fees, taxes and/or tips.
Ofidy may change the fees it charges for the Services, including but not limited to delivery fees, service fees, alcohol service fees, and heavy order fees. Your card will be temporarily authorized for an amount greater than the total amount of the purchase appearing in the original check out. This higher authorized amount will be disclosed during the purchase process and is a temporary authorization charge on your order, to deal with situations where your total purchase amount turns out to be higher than the original amount due to special requests, added items, replacement items or weight adjustments. Retailers set the prices of the goods on the Services, and some Retailers may set prices for goods on the Services that are different than in-store prices. You can view each Retailer’s pricing policies on their storefront through their website.
You also acknowledge and agree that, except as expressly provided for otherwise in these Terms or a separate agreement between you and Ofidy, Ofidy does not form any employment or agency relationship with you and does not hold title to any goods that you order through the Services provided by Ofidy.
Unless otherwise indicated, all prices and other amounts are in the currency of the jurisdiction where the delivery takes place.
Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to pricing, product descriptions, promotional offers, and product availability. Ofidy reserves the right to correct any errors, inaccuracies, or omissions and to change or update information or refuse or cancel orders if any information on the Services is inaccurate at any time without prior notice (including after you have submitted your order and/or your credit card has been charged).
Ofidy grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for their intended purposes subject to your compliance with these Terms and Ofidy’s policies. You may not copy, modify, distribute, sell, or lease any part of the Services. Unless such restriction is prohibited by law or you have Ofidy’s written permission, you may not reverse engineer or attempt to extract the source code of the Services. You may only access the Services through the interfaces that Ofidy provides for that purpose (for example, you may not “scrape” the Services through automated means or “frame” any part of the Services), and you may not interfere or attempt to disrupt the Services.
Some parts of the Services may allow you to upload or submit content (such as text, images, video, recipes, lists, links, and other materials). You retain all rights in any content that you upload or submit and are solely responsible for that content. You grant Ofidy a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, perpetual license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from, and distribute any such content for the purposes of operating, providing, and improving the Services. Ofidy may, in its sole discretion, remove or take down any content that you upload or submit to the Services for any reason, including violation of these Terms or any other policies.
You may have the option of accessing the Services through downloadable software and this software may update itself automatically on your device. Some software, or portions of software, in the Services may be governed by open-source licenses. In that case, Ofidy will make such licenses available to you and, in the case of conflict between such a license and these Terms, the open-source license will control but only with respect to the software, or portion of the software, to which it applies.
If you are using Ofidy’s Services for its intended purposes on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity. To use the Services, you may need to create a user account. You agree that you are responsible for all conduct and transactions that take place on or using your account and that you will take precautions to keep your password and other account information secure. You also agree that you will comply with all applicable laws when accessing or using the Services and you will respect those who you encounter in your use of the Services, including Third Party Providers and Ofidy personnel, including individuals who support Ofidy’s Customer Services Center. Ofidy reserves the right to decline orders, refuse partial or full delivery, terminate accounts, and/or cancel orders at any time in its sole discretion.
To use the Services, you may need to create a user account. You agree that you are responsible for all conduct and transactions that take place on or using your account and that you will take precautions to keep your password and other account information secure. You also agree that you will comply with all applicable laws when accessing or using the Services and you will respect those who you encounter in your use of the Services, including Third Party Providers and Ofidy personnel, including individuals who support Ofidy’s Customer Services Center. Ofidy reserves the right to decline orders, refuse partial or full delivery, terminate accounts, and/or cancel orders at any time in its sole discretion.
We are constantly modifying and improving the Services. Ofidy may introduce new features, change existing features, or remove features from the Services at any time and without notice. If you provide Ofidy with any feedback on or comments regarding the Services, you grant Ofidy the right to use such feedback or comments for any purpose without restriction or payment to you.
If you have any requests for order cancellations, refunds, or returns, please visit your account to initiate such requests or review our Help Center articles for our policies regarding the same.
By creating an Ofidy user account, you agree to accept and receive communications from Ofidy or Third-Party Providers, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Ofidy. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Ofidy, its affiliated companies and/or Third-Party Providers, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may opt out of such communications at any time in Your Account Settings. You may also opt-out of receiving text messages from Ofidy by replying “STOP” from the mobile device receiving the messages.
Ofidy Coupons are manufacturer’s coupons that are automatically applied to qualifying products upon purchase to help users save money on the products they love. Coupons are available for a limited time only and may be subject to certain restrictions and subject to related manufacturers’ terms. Coupons are subject to change, cancellation, or expiration at any time. If you do not purchase the qualifying items added to your cart while the coupon is still in effect, the coupon’s offer will not apply. Coupons apply only to qualifying items displaying the offer and may not be combined with other promotional offers or mail-in rebates. Ofidy is not a retailer or seller. Coupons are issued and paid by the manufacturer of the advertised product and are valid only when applied to the qualifying product. You are responsible for, and you are required to pay any applicable tax or levy of any kind related to your use of the coupon and you acknowledge that Ofidy has no obligation for payment of any such tax or levy of any kind in conjunction with the distribution or use of such coupons. When coupons are redeemed, sales tax may be charged on the undiscounted original price of the product(s). If you return any of the products purchased with a coupon, the coupon discount or value will be subtracted from the return credit. Coupons may not be sold, copied, modified, or transferred. Coupons have no cash value and may be limited to one per user unless otherwise disclosed. Coupons may not be combinable with mail-in rebates. Coupons are only good while supplies last and are void where restricted or prohibited by law.
Certain Retailers may allow you to purchase memberships through the Services. If you purchase a Retailer membership through the Services, you understand that you will be charged separately by the Retailer and that you are purchasing the membership directly from the Retailer and not from Ofidy and that separate terms and conditions provided by the Retailer apply. You also understand that you will need to contact the Retailer if you have any questions regarding your membership or the management of your account.
You may have the option to order alcohol products in some locations and from certain Retailers. You agree that you will comply with all applicable laws and not cause Ofidy or any Third-Party Provider (including any Retailer) to contravene any applicable laws. If you order alcohol products from a Retailer through the Services, you agree that you are of legal drinking age for purchasing, possessing, and consuming alcohol (i.e., 21 years of age or older in the United States), upon delivery of alcohol products by the Third Party Provider, the recipient will provide valid government-issued identification which may be scanned by the Third Party Provider proving their age to the Third Party Provider delivering the alcohol products, that the recipient will not be intoxicated when receiving delivery of such products, and that alcohol has not been purchased with the intent to resell the alcohol or provide the alcohol to someone who is not of legal drinking age. You agree that if any applicable legal requirements for the delivery of alcohol are not met, Ofidy reserves the right to cancel the alcohol-related portion of your order. Special requests or substitutions for the purchase of alcohol products will not be honored; all requests for the purchase of alcohol products must be made through the catalog available through the Services at the time of submitting the order.
Users who purchase alcohol through the Services for delivery by Third Party Providers within the State of Hawaii acknowledge that IT IS ILLEGAL: (1) FOR A PERSON UNDER 21 YEARS OLD TO PURCHASE OR CONSUME LIQUOR, (2) TO USE FALSE IDENTIFICATION TO OBTAIN LIQUOR, (3) TO USE ANOTHER PERSON’S IDENTIFICATION TO OBTAIN LIQUOR, OR (4) TO PURCHASE LIQUOR FOR A PERSON UNDER 21 YEARS OLD. (Sections 281-78 & 101.5, Hawaii Revised Statutes).
You agree that Ofidy does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by third parties and made available through the Services, nor does Ofidy assume responsibility for your interactions with any Third-Party Provider (including a Retailer). If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third-Party Provider, you agree that you do so at your own risk and that Ofidy will have no liability based on such purchase, use access, or engagement.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." OFIDY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, OFIDY MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES FROM RETAILERS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. OFIDY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS, OR RETAILERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU. THE SERVICES, WEBSITE, AND SOFTWARE ARE SUBJECT TO PERIODIC CHANGES, WHICH MAY BE MADE AT ANY TIME AND WITHOUT NOTICE TO YOU.
OFIDY DOES NOT GUARANTEE THAT THE SERVICES, WEBSITE, AND SOFTWARE WILL OPERATE WITHOUT ERRORS OR THAT THE SERVICES, WEBSITE, AND SOFTWARE ARE FREE OF COMPUTER VIRUSES OR OTHER MALWARE. YOU AGREE THAT OFIDY WILL NOT BE RESPONSIBLE FOR ANY ECONOMIC COSTS RELATING TO YOUR USE OF THE SERVICES, WEBSITE, OR SOFTWARE.
YOU AGREE THAT NEITHER OFIDY NOR ITS AFFILIATES, RETAILERS, LICENSORS, OR SUPPLIERS IS RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY THIRD-PARTY PROVIDER OR FOR ANY SERVICES PROVIDED BY ANY THIRD-PARTY PROVIDER. NEITHER OFIDY NOR ITS AFFILIATES, RETAILERS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDER.
If you have a dispute with one or more Third Party Providers, you agree to release Ofidy (including Ofidy’s affiliates, and each of their respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected, and unsuspected, disclosed, and undisclosed, arising out of or in any way connected to such disputes.
Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other jurisdictions), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her must, would have materially affected his or her settlement with the debtor or released party.”
U.S. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN NO EVENT SHALL OFIDY (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF OFIDY OR OFIDY’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL OFIDY (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, EVEN IF OFIDY OR OFIDY’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OFIDY, ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU FOR MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO OFIDY DURING THE PAST 12 MONTHS IN CONNECTION WITH THE SERVICES.
U.S. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATION OF CERTAIN LIABILITIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE EXCLUSIONS AND LIMITATIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You agree to defend, indemnify and hold harmless Ofidy and its officers, directors, employees, agents, shareholders, affiliates, and retail partners (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ and experts’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (i) your unauthorized use of the Services or from any breach by you of these Terms, including without limitation any actual or alleged violation of any law, rule or regulation; (ii) any third party’s access or use of the Services using your Ofidy user account; or (iii) any dispute or issue between you and any third party, including without limitation any Retailer or other Third Party Provider.
This Section 10 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and Ofidy that arises out of or relates to: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Services, including any goods or services purchased or sold through, by, or using the Services; or (d) any other aspect of your relationship or transactions with Ofidy as a consumer.
Before initiating proceedings against Ofidy, you agree to contact Ofidy first and attempt to work out any such dispute amicably.
For residents of the United States, you agree to the following mandatory arbitration provisions:
Mandatory Arbitration: If we’re unable to work out a solution amicably, both you and Ofidy agree to resolve through binding arbitration, rather than in court, any dispute, controversy, or claim arising at any time out of or relating to: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of the Services, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Services, including any goods or services purchased or sold through, by, or using the Services; or (iv) any other aspect of your relationship or transactions with Ofidy as a consumer.
Notwithstanding this mandatory arbitration provision, (a) you may assert claims in small claims court, 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, and (b) you and Ofidy each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of a party’s intellectual property rights.
This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms.
The Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), governs the interpretation and enforcement of this Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to this Arbitration Agreement, then that issue shall be resolved under and governed by the law of the claimant’s state of residence.
TRIAL BY JURY WAIVER: BY ENTERING INTO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT, YOU AND OFIDY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
CLASS, COLLECTIVE, REPRESENTATIVE ACTION WAIVER: BY ENTERING INTO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT, YOU AND OFIDY ARE EACH WAIVING THE RIGHT TO BRING, JOIN, OR PARTICIPATE IN, EITHER AS A PLAINTIFF OR CLASS MEMBER, IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. YOU ALSO ACKNOWLEDGE AND AGREE THAT, UNLESS YOU AND OFIDY OTHERWISE AGREE IN WRITING, ANY ARBITRATION OF ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU FURTHER ACKNOWLEDGE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY IN YOUR FAVOR AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY YOUR INDIVIDUAL CLAIM(S), AND ANY RELIEF AWARDED CANNOT AFFECT OTHER OFIDY USERS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION.
Opt-out of Mandatory Arbitration: You can reject and opt-out of this Arbitration Agreement within 30 days of first accepting these Terms by emailing Ofidy at [email protected] with your first and last name and the email address associated with your account and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.
Except as described below for California residents, the arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “Rules”) in effect at the time the arbitration demand is made. The Rules are available at www.adr.org. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall apply.
The Parties agree to submit to the jurisdiction of a single neutral arbitrator (the “Arbitrator”) selected in accordance with the Rules. The Arbitrator will decide the rights and liabilities, if any, of you and Ofidy. The Arbitrator will have the authority to award the same damages and relief on an individual basis that a judge in a court of law can award to an individual. The Arbitrator shall follow the applicable law. The Arbitrator’s decision is final and binding on you and Ofidy.
You and Ofidy agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
The arbitration will be held in the United States county where you live or use the Services, or a location you and Ofidy mutually agree upon in writing. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Ofidy submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the Rules. The Rules will govern the payment of all filing, administrative or arbitrator fees (“Arbitration Fees”) and each party will be responsible for their own Arbitration Fees under those Rules or to the maximum extent permitted by law.
For California residents , the arbitration shall be administered by an arbitration service provider selected by Ofidy. Currently, this will be ADR Services, Inc. (“ADR Services”) under its Arbitration Rules (the “ADR Services Rules”) in effect at the time the arbitration demand is made. The ADR Services Rules are available at: https://www.adrservices.com/services/arbitration-rules/. In the event of any conflict between the ADR Services Rules and this Arbitration Agreement, this Arbitration Agreement shall apply. Ofidy reserves the right to change the arbitration service provider at any time.
For California residents, the Parties agree to submit to the jurisdiction of a single neutral arbitrator selected in accordance with the rules defined by the arbitration services provider that Ofidy selects. The selected arbitrator will decide the rights and liabilities, if any, of you and Ofidy. The selected arbitrator will have the authority to award the same damages and relief on an individual basis that a judge in a court of law can award to an individual. The selected arbitrator shall follow the applicable law. The selected arbitrator’s decision is final and binding on you and Ofidy.
For California residents, you and Ofidy agree that the selected arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The selected arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
For California residents, the arbitration will be held in the California county where you live or use the Services, San Francisco, California, or any other location you and Ofidy mutually agree upon in writing.
For California residents, the rules of the selected arbitration service provider will govern the payment of all filing, administrative or arbitrator fees (“Arbitration Fees”), but in no event will you be responsible for any portion of those fees in excess of the initial filing fee. After you pay your portion of any initial filing fee, Ofidy shall pay any remaining costs and expenses unique to arbitration, including, without limitation, the arbitrator’s fees, and any administrative or case management expenses laid out by the selected arbitration services provider.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class, Collective, Representative Action Waiver above is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
You can stop using the Services at any time and without notice to us. Similarly, Ofidy may terminate access to the Services to you or any other users or stop offering the all or part of the Services at any time without notice. In the event of Termination, Section 1 and Sections 4 to 16 survive and continue to apply to you.
To the extent permitted by applicable law, these Terms will be governed by the laws of the State of Delaware for residents of the United States and by the laws of the Province of Ontario for residents of Canada (except Quebec), without respect to its conflicts of laws principles, except the Arbitration Agreement, which is governed by the laws outlined in Section 10 of these Terms. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Services that are not subject to Section 10 (Disputes & Arbitration) of these Terms shall be brought exclusively in the federal or state courts of New Castle County, Delaware, USA, for the residents of the United States, and the courts of competent jurisdiction in the City of Toronto for residents of Canada (except Quebec), and you and Ofidy consent to the personal jurisdiction of those courts.For Quebec residents only, to the extent permitted by law, these Terms will be governed by the laws of the Province of Quebec without respect to its conflicts of laws principles. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Services that are not subject to Section 10 (Disputes & Arbitration) of these Terms shall be brought exclusively in the courts of competent jurisdiction in the City of Montreal, and you and Ofidy consent to the personal jurisdiction of those courts.
These Terms, subject to any amendments, modifications, or additional agreements you enter into with Ofidy, shall constitute the entire agreement between you and Ofidy with respect to the Services and any use of the Services. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.
Ofidy’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.
You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. Ofidy may assign its rights, licenses, and obligations under these Terms without limitation.
We may make changes to these Terms from time to time. When Ofidy does so, Ofidy will post the most current version of the Terms on Ofidy’s website and, if a revision to the Terms is material, Ofidy will notify you of the new Terms (for example, by email or a notification on the Services). Changes to these terms will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of the Services.
Ofidy respects the intellectual property rights of others and has implemented a copyright and trademark policy in accordance with the Digital Millennium Copyright Act and other relevant laws. Ofidy will respond to valid notices of copyright or trademark infringement and reserves the right to terminate any users, at Ofidy’s sole discretion and without notice, who repeatedly infringe copyrights or other intellectual property rights.
If you believe any content posted or made available on the Services constitutes infringement of your copyright rights, you may send a written notice of infringement to Ofidy’s designated Copyright Agent using the contact information listed below. In your notice, please specify the nature of the copyright infringement and include the following information: (a) an electronic or physical signature of the owner of the copyright in question
or a person authorized to act on behalf of the owner of the copyright; (b) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Services (e.g., the URL of the claimed infringing material if applicable or other means by which Ofidy may locate the material); (c) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
Ofidy Technologies LLC
ATTN: Copyright Agent
8 The Green, Suite A
Dover, DE 94105
If you believe any content posted or made available on the Services constitutes infringement of your trademark rights, you may also send your notice to Ofidy's designated Copyright Agent using the contact information listed above. Please include as much detail as possible so that we may respond to your notice in a timely manner, including but not limited to description(s) of your trademark(s), your trademark registration number(s), description(s) of the products allegedly using your trademark(s) without authorization, and the location of such allegedly infringing product(s).
If you have any questions, or comments about these Terms please contact Ofidy at:
Ofidy 8 The Green, Suite A Dover, Delaware 19901 [email protected]
For customer service inquiries, please review Your Account Settings, visit Ofidy’s customer services available to your account.
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 1625 N. Market Blvd., Ste. N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.