Terms of Service

LaceClips

These Terms of Service (the “Terms”, “Terms of Service”, or “Agreement”) are made and entered into by and between you (“User”, “you” or “your”) and LaceClips LLC, a Delaware limited liability company (referred to in these Terms as “LaceClips”, “we”, “us” or “our”) for the use of the website https://laceclips.com, any site or sub-site hosted thereon, and any mobile applicable, hardware, or software provided by us (collectively, the “LaceClips Service” or “Services”).

BEFORE YOU PROCEED, PLEASE READ THESE TERMS OF USE CAREFULLY. THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING, ACCESSING, OR LOGGING INTO OUR PLATFORM, OR DOWNLOADING ANY CONTENT THEREON, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS HEREOF WITHOUT ANY MODIFICATIONS, ADDITIONS OR DELETIONS. YOU AGREE TO ABIDE BY AND BE BOUND BY THE TERMS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE AS WELL AS ANY ADDITIONAL TERMS AND RESTRICTIONS PRESENTED IN RELATION TO SPECIFIC CONTENT OR A SPECIFIC SERVICE OR FEATURE OFFERED BY NEON WILD (IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OUR PLATFORM).

Please read these Terms carefully and print them for future reference. By accessing, browsing, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the Terms, you shall not access, browse, or use the Services. These Terms along with our Privacy Policy and Cookie Policy explain how we provide our products and services, collect, hold, and process your information, and govern your access to and use of our products and services, including any content, functionality and services offered on or through the website. If you do not want to agree to these Terms or the Privacy Policy, you may not use our Services. If you are accessing our Services via any other third-party application or site, you expressly agree to be bound by the notices, terms, and conditions posted thereon.

You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time by selecting the “Terms of Service” link on the website. The revised terms and conditions will become effective at the time of posting. Any use of the Services after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Services. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services to users, including registered users. You are responsible for making all arrangements necessary on your end to have access to the Services and ensuring that all persons who access the Services through your internet connection are aware of and comply with these Terms.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 23, you agree that any disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND LACECLIPS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury (See Section 23).

Your use of LaceClips Pay, our live coaching services, or any of our paid services are subject to additional terms and conditions, which are incorporated into these Terms:

• LaceClips Pay Terms of Service

• LaceClips Live Coaching Terms of Service

• LaceClips Terms for Paid Services

1. OVERVIEW

LaceClips™ is a smart activity tracker that attaches to your shoes and tracks your fitness activity across various sports. LaceClips designs products and tools that help you to monitor your improvement from day to day, week to week, and month to month in order to improve your fitness and crush your goals. The software is created, owned, and operated by LaceClips LLC.

2. USE OF THE LACECLIPS SERVICE

Persons under the age of 13, or any higher minimum age in the jurisdiction where that person resides, are not permitted to access or use the LaceClips Service unless their parent has consented in accordance with applicable law. Additionally, you cannot access or use the LaceClips Service if you are barred from receiving services under applicable law or have previously been suspended or removed from the LaceClips Service.

You may only connect to the LaceClips Service using (i) a device that is manufactured, distributed, or sold by LaceClips itself or through its authorized resellers or agents; (ii) our mobile applications and software, or approved third-party applications, software, or devices; or (iii) our websites (“Authorized Connections”). You may not connect to the LaceClips Service with any device that is not manufactured, distributed, or sold by LaceClips itself or through its authorized resellers or agents (such as a knock off or counterfeit version of a LaceClips device); otherwise intends to resemble or purports to be a LaceClips device; or any unauthorized application or third-party connection. Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the LaceClips Service. If you have questions about whether a product or application qualifies as an Authorized Connection, please contact ____________@laceclips.com

3. CREATION OF USER ACCOUNTS

Full use of the LaceClips Service requires that you create a user account. A Google account will be required, although a LaceClips account may be permitted for a limited time. Click here for more information. On the date that a Google account is required, or the date that you choose to use the LaceClips Service with a Google account, whichever is earlier, these Terms will terminate automatically, immediately, and without further notice, in accordance with Section 19 below.

You are responsible for all activity that occurs in association with your account. LaceClips is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials. Please contact our Customer Support team if you discover or suspect any security breach related to the LaceClips Service or your account.

4. NECESSARY EQUIPMENT

Full use of the LaceClips Service is dependent upon your use of a computer or mobile device with adequate software and Internet access. The maintenance and security of this equipment may influence the performance of the LaceClips Service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet service provider for information on possible Internet data usage charges.

5. POSTING YOUR CONTENT ON THE LACECLIPS SERVICE

LaceClips may enable you to post, upload, store, share, send, or display photos, images, video, data, text, music, exercise regimens, food logs, recipes, comments, and other information and content (“Your Content”) to and via the LaceClips Service. You retain all rights to Your Content that you post to the LaceClips Service. By making Your Content available on or through the LaceClips Service you hereby grant to LaceClips a non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute Your Content, in whole or in part, including your name and likeness, in any media. The rights you grant us in this Section 5 are only for the limited purpose of offering and improving the LaceClips Service.

You are responsible for Your Content. You represent and warrant that you own Your Content or that you have all rights necessary to grant us a license to use Your Content as described in these Terms.

You represent and warrant that Your Content, the use and provision of Your Content on the LaceClips Service, and your use of the LaceClips Service will not (a) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) be fraudulent, false, misleading, or deceptive; (d) be defamatory, obscene, pornographic, vulgar, or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (g) promote illegal or harmful activities or substances.

You further agree not to (1) upload any content that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content; (2) use or attempt to use another user’s account without authorization, or impersonate any person or entity; (3) harvest, solicit, or collect information of other users for any reason whatsoever, including, without limitation, for sending unsolicited communications; (4) post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity; or (5) use the LaceClips Service in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the LaceClips Service, or which may expose us or our users to any harm or liability of any type.

LaceClips may, in its sole discretion, alter, remove, or refuse to display any of Your Content, and may forbid you from posting, uploading, storing, sharing, sending, or displaying Your Content to and via the LaceClips Service.

6. LACECLIPS’S RIGHTS

“LaceClips Content” includes any photos, images, graphics, video, audio, data, text, music, exercise regimens, food logs, recipes, comments, software, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available through the LaceClips Service. LaceClips Content, the LaceClips Service, and its underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. We reserve all rights not expressly set out in these Terms. You agree not to remove, change or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the LaceClips Service. Our logos and any other LaceClips trademarks that may appear on the LaceClips Service, and the overall look and feel of the LaceClips Service, including page headers, graphics, icons, and scripts, may not be copied, imitated or used, in whole or in part, without our prior written permission. Other trademarks, product, and service names and company names or logos mentioned on the LaceClips Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.

7. WHAT YOU CAN DO ON THE LACECLIPS SERVICE

The LaceClips Service is intended only for your personal, non-commercial use.

LaceClips grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (1) access and use the LaceClips Service, (2) access and view the LaceClips Content, (3) access and use the software and mobile applications provided by the LaceClips Service, and (4) use the software that is embedded into LaceClips devices as authorized in these Terms. With respect to items (3) and (4), this license includes any third-party software embedded in any LaceClips Service. This license is provided solely for your personal, non-commercial use and enjoyment of the LaceClips Service as permitted in these Terms.

You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the LaceClips Content, LaceClips Service or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by LaceClips or its licensors, except for the licenses and rights expressly granted in these Terms.

Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the LaceClips Service: (1) use, display, mirror, or frame the LaceClips Service or any individual element within the LaceClips Service, including the layout and design of any page, without LaceClips’s express written consent; (2) use LaceClips’s name, any LaceClips trademark or logo, or any LaceClips proprietary information without LaceClips’s express written consent; (3) access or tamper with non-public areas of the LaceClips Service, LaceClips’s computer systems, or the technical delivery systems of LaceClips’s providers; (4) test the vulnerability of any LaceClips system or breach any security or authentication measures; (5) circumvent any technological measure implemented by LaceClips or any of LaceClips’s providers or any other third party (including another user) to protect the LaceClips Service; (6) access the LaceClipsService or LaceClips Content through the use of any mechanism other than through the use of an Authorized Connection, LaceClips Service, or LaceClips API; or (7) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that LaceClips provides to you or any other part of the LaceClips Service.

8. HYPERLINKS

You are granted a limited, nonexclusive, and non-transferable right to create a text hyperlink to the LaceClips Service for non-commercial purposes, provided that such link does not portray us or any of our products or services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable. This limited right may be revoked at any time in LaceClips’s sole discretion.

9. OUR ENFORCEMENT RIGHTS

We reserve the right (but are not required) to remove or disable your access to the LaceClips Service, any LaceClips Content, or Your Content at any time and without notice, and at our sole discretion, if we determine that the LaceClips Content, Your Content, or your use of the LaceClips Service is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects the LaceClips Service, and in response may take any action we may deem appropriate.

10. USE OF THE LACECLIPS SERVICE IS AT YOUR OWN RISK

If you rely on any LaceClips Content or the LaceClips Service, you do so solely at your own risk.

Our goal is to provide helpful and accurate information on the LaceClips Service, but we make no endorsement, representation, or warranty of any kind about any LaceClipsContent, information, or services. The accuracy of the data collected and presented through the LaceClips Service is not intended to match that of medical devices or scientific measurement devices.

We are not responsible for the accuracy, reliability, availability, effectiveness or correct use of information you receive through the LaceClips Service. LaceClips Content and the LaceClips Service may change from time to time or vary by geographic location. Maps, directions and other GPS or navigation data, including data relating to your current location, may be unavailable, inaccurate or incomplete.

Use of the LaceClips Service should not replace your good judgment and common sense. Please read and comply with all safety notices that accompany your use of the LaceClipsService, including those located on our Wear and Care page.

11. CONSULT YOUR PHYSCIAN BEFORE USING LACECLIPS

The LaceClips Service is not intended to diagnose, treat, cure, or prevent any disease. If you have a medical or heart condition, consult your doctor before using the LaceClipsService, engaging in an exercise program, or changing your diet. If you experience a medical emergency, stop using the LaceClips Service and consult with a medical professional. We are not responsible for any health problems that may result from training programs, consultations, products, or events you learn about through the LaceClips Service. If you engage in any exercise program you receive or learn about through the LaceClips Service, you agree that you do so at your own risk and are voluntarily participating in these activities.

LaceClips products using ________ technology have a heart rate tracking feature that may pose risks to users with certain health conditions. Consult your doctor prior to use of such products if you (1) have a medical or heart condition, (2) are taking any photosensitive medicine, (3) have epilepsy or are sensitive to flashing lights, (4) have reduced circulation or bruise easily, or (5) have tendonitis, carpal tunnel syndrome, or other musculoskeletal disorders.

12. DMCA/COPYRIGHT POLICY

LaceClips respects the intellectual property of others and expects its users to do the same. It is LaceClips’s policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe the rights of copyright holders.

It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe the copyrights of others.

If you are a copyright owner, or are authorized to act on behalf of one, and you believe materials on Fitbit’s website or activities on its services infringe your rights in your copyright-protected work, please send us an appropriate notification of claimed copyright infringement that complies with 17 U.S.C. § 512 to our Copyright Agent at:

______________@laceclips.com

or at the following postal address:

Before submitting a notice of claimed copyright infringement, please note that doing so can have serious legal consequences. Be sure to consider whether the “fair use” doctrine or another similar limitation of copyright rights applies in your circumstances.

13. TERMS OF SALE, RETURNS, AND WARRANTY; PAID SERVICES

Terms of Sale and Returns and Warranty

LaceClips’s Terms of Sale and Returns and Warranty Policy apply to purchases of physical goods from LaceClips. The Terms of Sale are incorporated into and made a part of these Terms. All orders placed are subject to LaceClips’s acceptance. We may accept, decline or place limits on your order for any reason.

Paid Services

Your purchase and use of any of our paid services are subject to the LaceClips Terms for Paid Services, which are incorporated into these Terms.

14. FEEDBACK, IDEAS, AND SUBMISSIONS POLICY

If you submit comments, ideas or feedback to us, you agree that we can use, disclose, reproduce, distribute and exploit them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by LaceClips, or obtained from sources other than you.

We are always pleased to hear from the members of the LaceClips community. However, neither LaceClips, nor any of our employees, may accept or consider any unsolicited ideas, including ideas for new or improved products or services, new marketing campaigns or product or service names. Therefore, please do not submit any such unsolicited ideas in any form to LaceClips or any of its employees. This policy is necessary to avoid potential misunderstandings or disputes that may arise if our new products or services or marketing campaigns were to appear similar to an idea submitted by you.

If, despite our policy, you still submit an idea to us, then regardless of anything contained in your submission you agree that the following shall apply: (i) we shall have no obligation to review the submission; (ii) the submission and its contents shall automatically become the property of LaceClips, without any compensation to you; (iii) we may consider the submission and its contents to be non-confidential and non-proprietary; and (iv) we may redistribute or use (for commercial purposes or otherwise) the submission and its contents for any purpose and in any way, without any compensation to you.

If you provide us (at our request or otherwise) a comment or suggestion regarding our products or services (including via your LaceClips dashboard, our mobile app, or any of our devices) through any means, such as product development web forums, help forums,e-mail, phone, or via any social network, the terms and conditions set forth above shall also apply thereto.

15. CONTESTS AND GIVEAWAYS

Additional terms and conditions may apply to surveys, contests, giveaways, and other promotions sponsored by LaceClips or its partners. It is your responsibility to carefully review those terms and conditions.

16. ALERTS AND NOTIFICATIONS

As part of your use of the LaceClips Service, you may receive notifications, text messages, alerts, emails and other electronic communications. You agree to the receipt of these communications. You can control most communications from the LaceClipsService by using your account settings or by contacting us at __________@laceclips.com. We may need to provide you with certain communications, such as service announcements and administrative messages. You are responsible for any messaging or data fees you may be charged by your wireless carrier. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.

17. THIRD-PARTY SERVICES

The LaceClips Service may display or permit linking or other access to or use of third-party content, promotions, websites, apps, services and resources (collectively “Third-Party Services”) that are not under LaceClips’s control. This may include the opportunity for you to link your LaceClips account, LaceClips data, or the LaceClips Service with Third-Party Services. We provide these links only as a convenience and are not responsible for the products, services, or other content that are available from Third-Party Services. You acknowledge that any Third-Party Services that you use in connection with the LaceClips Service, such as third party applications accessed on LaceClips devices, are not part of the LaceClips Service and are not controlled by LaceClips, and you take sole responsibility and assume all risk arising from your interaction with or use of any Third-Party Services. You also acknowledge that these Terms and the LaceClips Privacy Policy do not apply to any Third-Party Services. You are responsible for reading and understanding the terms and conditions and privacy policy that applies to your use of any Third-Party Services.

18. CHANGES TO THE LACECLIPS SERVICE

LaceClips may change or discontinue, temporarily or permanently, any feature, component or content of the LaceClips Service at any time without notice. LaceClips is not liable to you or to any third party for any modification, suspension or discontinuance of any feature, component or content of the LaceClips Service. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by LaceClips products without prior notice to you.

19. TERMINATION

We reserve the right to suspend or deactivate your account or your access to certain aspects or all of the LaceClips Service, or to terminate these Terms, at our sole discretion, at any time and without notice or liability to you. Upon any such suspension, deactivation, or termination, we may delete or remove Your Content and other information related to your account. You may close your account at any time by contacting Customer Support. Upon any termination of these Terms or suspension, termination, or discontinuation of the LaceClips Service or your account, the following provisions of these Terms will survive: Sections 1, 5, 6, 9, 10, 11, 13, 14, 16, 17, 19, 20, 21, 22, 23, 24, 25.

20. DISCLAIMERS; NO WARRANTIES

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LACECLIPS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LACECLIPS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LACECLIPSDOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR LACECLIPS ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE LACECLIPS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT LACECLIPS MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE LACECLIPS SERVICE OR ANY LACECLIPS CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. LACECLIPS DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT LACECLIPS IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

21. INDEMNIFICATION

You will indemnify and hold harmless LaceClips or its officials, directors, employees, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable lawyers’ fees, arising out of or in any way connected with (i) your access to or use of the LaceClips Service, (ii) Your Content, (iii) your breach or alleged breach of any warranties made by you hereunder or your violation of any other provision of these Terms, or (iv) your violation of any law or the rights of a third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

22. LIMITATION OF LIABILITY

NEITHER LACECLIPS, ITS SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE LACECLIPS SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE LACECLIPS SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LACECLIPS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL LACECLIPS’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE LACECLIPS SERVICE, EXCEED THE AMOUNTS YOU HAVE PAID TO LACECLIPS FOR USE OF THE LACECLIPS SERVICE OR ONE HUNDRED DOLLARS (USD $100.00), IF YOU HAVE NOT MADE ANY PAYMENTS TO LACECLIPS, WHICHEVER IS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LACECLIPS AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

23. DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

You agree that any dispute between you and LaceClips arising out of or relating to these Terms of Service, the LaceClips Service or any other LaceClips products or services (collectively, ‘Disputes’) will be governed by the arbitration procedure outlined below.

Governing Law: Except as otherwise required by applicable law, the Terms of Service and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of laws principles.

Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against LaceClips, you agree to try to resolve the Dispute informally by contacting us at our mailing address in the Contact Us section of the Terms below, and providing us with your email address. We'll try to resolve the Dispute informally by contacting you through email. If a Dispute is not resolved within thirty (30) days after submission, you or LaceClips may bring a formal arbitration proceeding.

We Both Agree to Arbitrate: You and LaceClips agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

Opt-out of Agreement to Arbitrate: You can decline to arbitrate by contacting __________________within thirty (30) days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration agreement.

Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Miami-Dade County, Florida, United States of America, or any other location we agree to, in writing.

Arbitration Fees: The AAA rules will govern payment of all arbitration fees. LaceClipswill pay all arbitration fees for claims of less than Five Thousand ($5,000.00) Dollars. All arbitration fees for claims above said amount will be split evenly by the parties, with the exception that each party shall pay for their own attorneys’ fees and costs. LaceClips will not seek its legal fees and costs in arbitration unless the arbitrator determines that your claim lacks merit or is otherwise, frivolous.

Exceptions to Agreement to Arbitrate: Either you or LaceClips may assert claims, if they qualify, in small claims court in Florida or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorizeduse or abuse of the LaceClips products or LaceClips Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

No Class Actions: You may only resolve Disputes with LaceClips on an individual basis, and may not bring a claim as a plaintiff or a class member in a class (collective), consolidated or representative action. Class arbitrations, class (collective) action lawsuits, private general lawsuits through a solicitor, and consolidation with other arbitrations are not allowed under our agreement.

Judicial Forum for Disputes: Except as otherwise required by applicable law, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and LaceClips agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Miami Dade County, Florida, United States of America. Both you and LaceClips consent to the venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the LaceClips products or LaceClips Service must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

24. GENERAL TERMS

Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between LaceClips and you regarding the LaceClipsService, and these Terms supersede and replace any and all prior oral or written understandings or agreements between LaceClips and you regarding the LaceClipsService and LaceClips Content.

We will notify you before we make material changes to these Terms and give you an opportunity to review the revised Terms before continuing to use the LaceClips Service. When you use the LaceClips Service after a modification becomes effective, you are telling us that you accept the modified Terms.

If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without LaceClips’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. LaceClips may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Any notices or other communications provided by LaceClips under these Terms, including those regarding modifications to these Terms, will be given: (i) via email or (ii) by posting to the LaceClips Service. For notices made by e-mail, the date of receipt on the message will be deemed the date on which such notice is transmitted.

LaceClips’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of LaceClips. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

25. ADDITIONAL TERMS MAY APPLY

Additional terms may apply to certain products or services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.