Last Updated: February 1, 2023
The website on which these Terms of Service are posted (the “Site”) is provided by a member of the brands portfolio held by Cap Hill Brands, Inc. and its affiliates. Throughout these Terms of Service (“Terms”), the terms “Cap HiIl Brands”, “CHB”, “our”, “us”, and/or “we” refer to Cap Hill Brands, Inc. along with the affiliate(s) and brand(s) identified on the “About Company” page. The terms “you” and/or “your” refer to any visitor of the Site, including without limitation any Member (as defined below).
1. Acceptance of Terms
By accessing or using the Site, whether on your own behalf or on behalf of a company, organization, or entity, you: (a) acknowledge and agree that the term “you” as used herein includes you and, if applicable, that company, organization, or entity; (b) acknowledge and agree that you understand that the Site is offered and available solely to users who are 18 or older, and represent and warrant that you are at least 18 years of age; (c) represent and warrant that you are authorized to grant all permissions and licenses granted by you in these Terms and to bind your company, organization, or entity to the terms of these Terms; and (d) accept these Terms both on your own behalf and, if applicable, on behalf of the company, organization, or entity that you represent. Your access to and use of the Site is also governed by our Privacy Policy, which is incorporated into these Terms by reference.
If you are a retailer or distributor, your access to and use of the Site is also governed by our Retailer and Distributor Terms of Service. Your acceptance of these Terms includes your acceptance of the provisions of the Privacy Policy and the Retailer and Distributor Terms of Service (where applicable).
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE INDIVIDUAL DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU SHOULD THERE BE A DISPUTE. YOUR AGREEMENT TO THESE TERMS INDICATES YOUR EXPRESS ACKNOWLEDGEMENT AND AGREEMENT THAT YOU HAVE READ AND UNDERSTAND HOW THE ARBITRATION PROVISION SET FORTH IN SECTION 18 BELOW WORKS.
2. Key Definitions
a. “Content” means text, graphics, images, music, software, audio, video, information, content, data, or other materials.
b. “CHB Content” means Content that CHB makes available through the Site including any Content licensed from a third party.
c. “Member” means any individual, business, or other party that completes the Account registration process, as described under the “Account Registration” section below.
3. Modification of Site or Terms
We may, in our sole discretion, modify, suspend, discontinue, or terminate the Site or any content, feature or material we provide thereon, or modify these Terms, at any time and without prior notice. From time to time, we may restrict access to some or all parts of the Site. You agree that it is your responsibility to monitor changes to our Site and Terms. If we modify these Terms, we will post the modification on the Site and revise the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Site thereafter, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site. CHB shall have no liability to you or any other person or entity for any modification, suspension, or termination of the Site or any part thereof.
4. Account Registration
Certain features of the Site are only available to our registered users. To access those features, you must register to create an account (“Account”) and become a Member.
You must register directly via the Site. During the registration process, you will be required to provide certain information, and you will establish a username and a password. You agree that all information you provide to register for an Account (and/or for any subsequent activity or interaction with CHB and the Site), including through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information or information you provide, consistent with those terms.
You are responsible for safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
At our discretion, we may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, if we determine that you have breached these Terms, violated any applicable law, rule, or regulation, or undertaken other inappropriate conduct, or if we otherwise determine that it is advisable for any business reason, we reserve the right, in our sole discretion and without limiting other remedies, to immediately suspend or terminate your Account or your current or future use of the Site at any time, with or without notice and without incurring any liability, at any time and in our sole discretion. If we elect not to enforce a policy in any instance, doing so does not limit or impair our right to do so in any other instance.
a. Retailer and/or Distributor Account. The following subpart (a) applies to you only if you use the Site as a Retailer or Distributor (to the extent applicable).
To purchase goods through the Site as a Retailer and/or Distributor, you need to establish a Retailer and/or Distributor Account, which is free. When you sign up as a Retailer and/or Distributor, you will be required to submit customary information such as your first and last name, store type (e.g., online, brick & mortar), email address and other information about your business. Before you make your first purchase as a Retailer and/or Distributor, you may be required to provide additional information such as payment method information, reseller ID number, TIN and related documentation and any other information as may be required by CHB. You will also be required to agree to the Retailer & Distributor Terms of Service to proceed. The Retailer & Distributor Terms of Service impose additional conditions on your use of the Site. For clarity, your use of the Site as a Retailer/Distributor is subject to the Retailer & Distributor Terms of Service referenced above. You acknowledge and agree that by submitting your application to become a Retailer and/or Distributor, you authorize CHB and its designated agents to access your personal and business credit history, including obtaining a consumer credit report, for the purpose of evaluating your eligibility for a line of credit with CHB. You further understand that credit inquiries may impact your credit score. If we determine that you are ineligible based on your credit report, we will provide to you (i) a copy of the credit report that we received, and (ii) a description in writing of your rights under the Fair Credit Reporting Act, or such other disclosures as shall be required under applicable law or prescribed by the Consumer Financial Protection Bureau.
By submitting payment details in conjunction with registering for an Account and/or purchasing goods, you agree to pay for the goods purchased and any applicable taxes and other fees that may accrue, and authorize us to charge the payment method with the information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. We reserve the right to correct any errors in pricing. We have the right to refuse any order.
5. Intellectual Property; Licensing
a. Intellectual Property Ownership. The Site is protected by copyright, trademark, patent and other laws of the United States and foreign countries. You acknowledge and agree that the Site, including all associated intellectual property rights, are the exclusive property of CHB, its licensors and/or other providers of such material. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site. Additionally, CHB is the owner of pending, registered, and/or unregistered trademarks, trade dress and trade name appearing on the Site, including the CHB name and logo, and all related names, logos, product and service names, designs and slogans. You agree to not use such marks without CHB’s prior written permission. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the intellectual property, registered and unregistered, of their respective parties.
b. License Grant by CHB. Subject to these Terms, CHB grants you: a non-transferable, non-exclusive, revocable, limited license, with no right to sublicense, to use and access the Site, and to view any content to which you are permitted access solely for the purposes set forth in these Terms. All rights not expressly granted to you in these Terms are reserved and retained by us.
c. License Grant by You. When you transmit any Content to or through our Site (“User Content”), including feedback, comments and suggestions for improvements to the Site, you grant CHB and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, sell or participate in the sale of or exploit in any way, and display, in whole or in part, such User Content throughout the world in any media, as necessary (i) to provide, maintain and improve our Site; (ii) to prevent or address service, security, support or technical issues; (iii) as required by law; and (iv) as expressly authorized by you. You represent and warrant that you own or have obtained all necessary rights and/or licenses to User Content that you transmit, and that our use of such User Content as authorized under these Terms shall not violate or infringe upon the rights of any person or entity. CHB will not be responsible for any loss, destruction, alteration or disclosure of your User Content.
d. Restrictions. Except as otherwise stated, the rights granted herein are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Site or Content; (ii) you shall not copy, reproduce, disseminate, distribute, modify, adapt, create derivative works of, publicly display, publicly perform, stream, broadcast, republish, download, disassemble, reverse compile, reverse engineer, store, post or transmit any of the material or content on our Site; and (iii) you shall not interfere with or circumvent any feature of the Site, including any security or access control mechanism, in whole or in part, except as permitted in these Terms. Except as expressly granted in these Terms, no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by CHB, its licensors or others. If you violate the rights of CHB, its licensors or others, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.
6. Reliance on Information Posted
a. General/Third-Party Information. The information presented on or through the Site is made available solely for general information purposes. References on the Site, or through the Site to any third parties or any products or services of such third parties, are provided solely as a convenience to you. We do not warrant the accuracy, completeness or usefulness of this information, and do not endorse, recommend, approve of, or make any representations or warranties regarding any third parties or their products or site(s). Any reliance you place on such information is strictly at your own risk. We are not responsible for the content of any third-party websites and do not make any representations regarding the content or accuracy of material on such websites. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents. If you decide to follow a link to any third-party website, you do so entirely at your own risk. You understand that your information may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
b. Historical Information. In addition to the above, the Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the Site, including the information made available on or through the Site, at any time, but we have no obligation to update any information made available on or through the Site, and disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
7. Prohibited Uses
You agree that you will not do any of the following in connection with your access to or use of the Site:
a. Use, embed, display, mirror or frame the Site, or any individual element within the Site, CHB’s name, any CHB trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without CHB’s express written consent or as enabled by features made available by CHB;
b. Access, tamper with or use non-public areas of the Site, CHB’s computer systems or the technical delivery systems of CHB’s providers;
c. Distribute viruses, malware, or any other technologies that may harm the property or interests of CHB or Site users;
d. Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Site for any purpose, except with our express prior permission;
e. Infringe any copyright, trademark, patent, publicity, and/or other intellectual property rights;
f. Attempt to probe, scan, or test the vulnerability of any CHB system or network or breach any security or authentication measures;
g. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by CHB or any of CHB’s service providers or any other third party (including another user) to protect the Site;
h. Use any meta tags or other hidden text or metadata utilizing a CHB trademark, logo URL or product name without CHB’s express written consent;
i. Use the Site in any manner not permitted by these Terms;
j. Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Site;
k. Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Site, or by imposing an unreasonable or disproportionately large load on our infrastructure;
l. Collect or store any personally identifiable information from the Site from other users of the Site without their express permission and in a manner that does not violate the Privacy Policy;
m. Submit to or through the Site any false, inaccurate, misleading, deceptive, defamatory, or libelous materials or Content;
n. Impersonate or misrepresent your affiliation with any person or entity;
o. Violate any applicable law or regulation;
p. Circumvent any technical measures used to support the CHB system;
q. Commercialize any information or software associated with our Site, except in those manners expressly permitted to a Retailer/Distributor on the Site and with the prior express permission of CHB; or
r. Encourage or enable any other third party to do any of the foregoing.
CHB will have the right but not the obligation to investigate and prosecute violations of any of the above to the fullest extent of the law. CHB may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that CHB has no obligation to monitor your access to or use of the Site, but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. CHB reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies, or other oversight bodies to the extent necessary and/or permitted by applicable law.
8. Product Availability & Pricing
a. Details of products available for purchase on the Site (“Products”) are set out on the Site. All features, content, specifications, and prices of Products described or depicted on the Site are subject to change at any time without notice. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in your order confirmation email, along with applicable charges. Price increases will only apply to orders placed after such changes.
b. All prices are shown in U.S. dollars. Posted prices do not include applicable taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We will collect applicable sales tax on Products shipped to the states for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted.
c. We are not liable for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
d. Products may have limited quantities, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue offering certain Products without prior notice. We are not liable to you or to any third party for any modification, price change, suspension or discontinuance of any Product. Additionally, we may make promotional offers with different prices to any of our users at our sole discretion. These promotional offers will not apply to you or to these Terms except and unless expressly indicated.
e. By providing a credit card or other payment method to us to pay for the purchase of any Product, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of any purchases you make, including any taxes and other charges applicable to your purchase, such as shipping charges. We may seek pre-authorization of your credit card prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If your payment method cannot be verified, is invalid or is otherwise not acceptable, your purchase order may be suspended or cancelled. You will be required to resolve any problem we encounter in order to proceed with that purchase order, or any purchase order that you place with us in the future. You acknowledge that the amount billed to you for the purchase of any Product may vary due to promotional offers, changes to our service or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.
f. Please check the individual product page for applicable delivery options. Shipment and delivery of the Products will be delivered as specified in your order. You will pay all shipping and handling charges specified during the ordering process. Shipping and delivery dates provided on the Site are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
9. Termination and Account Cancellation
These Terms shall remain in force and effect unless and until terminated by either you or us. If you breach any of these Terms, or if we determine or suspect that you have breached or threaten to breach these Terms, violated any law, rule, or regulation, or otherwise engaged in other inappropriate conduct using our Site, CHB will have the right to suspend or disable your Account or terminate these Terms, in its sole discretion and without prior notice to you. CHB reserves the right to revoke your access to and use of the Site at any time, with or without cause. In the event CHB terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by using the information provided in our “Contact Information for Guest Inquiry” page. Even after your rights under these Terms are terminated, all provisions of these Terms that by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.
10. Indemnity
You agree to defend, indemnify, and hold CHB, and its subsidiaries, affiliates, partners, successors, and assigns, and each of their respective owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise, made by any third party due to or arising out of your violation of these Terms, and/or any law or the rights of a third party, and/or your use of the Site, including your Content. This indemnification obligation is in addition to, and not in lieu of, any other indemnification obligation set forth in any agreement between you and CHB.
11. DISCLAIMER OF WARRANTY
THIS SITE IS PROVIDED BY CHB ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SITE, OR INFORMATION, CONTENT, OR MATERIALS OFFERED ON OR THROUGH THE SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CHB DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE, THE CONTENT, AND THE PRODUCTS AND/OR SERVICES OFFERED THROUGH THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CHB DOES NOT WARRANT THAT THE SITE IS ERROR-FREE, CURRENT, ACCURATE, COMPLETE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.
IF YOU COMMIT TO PURCHASE ANY PRODUCT ON OUR SITE, YOU AGREE THAT YOU ARE RESPONSIBLE FOR READING THE FULL ITEM LISTING BEFORE COMMITTING TO BUY THAT ITEM. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS OR ANY SAMPLE, MODEL, OR LIKENESS DISPLAYED ON THE SITE, OR THAT ANY DEFECTS IN THE PRODUCTS WILL BE CORRECTED.
12. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND CONTENT REMAINS WITH YOU. CHB, INCLUDING ALL OF CHB’S EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS, SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHB 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 CHB’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR CONTENT EXCEED US$100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHB 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.
13. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Washington without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Terms will be the state courts located in King County, Washington and the federal courts located in the Western District of Washington, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
14. Export Control
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
15. Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without CHB’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. CHB may assign or transfer these Terms in its sole discretion without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
16. Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (a) by CHB via email (in each case to the primary account email address that you provide); or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, either via email and/or on or through the Site, satisfy any legal requirement that such communications or agreements be in writing.
17. DISPUTE RESOLUTION – ARBITRATION
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.
You and CHB agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to: (a) bring an individual action in small claims court; (b) the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; (c) pursue an enforcement action through the applicable federal, state or local agency if that action is available; and (d) seek injunctive relief in a court of law in aid of arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU AND CHB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and CHB otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Limitation on Time to Bring Disputes. To help in resolving any issues between us promptly, you agree that you will bring any Disputes arising out of or relating to these Terms, our relationship, or the use of the Site within one year after a Dispute arises; otherwise, the Dispute is waived. This limitation applies regardless of the venue in which such Dispute is or could otherwise be asserted.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced (15+ years practicing) attorney licensed to practice law in the state of Washington.
Arbitration Location and Procedure. Unless you and CHB otherwise agree, the arbitration will be conducted in the county where you reside. If your Dispute does not exceed US$10,000, then the arbitration will be conducted solely on the basis of documents you and CHB submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your Dispute exceeds US$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent, to the extent permitted by law, with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. If applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this Dispute Resolution provision to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.
Changes. Notwithstanding the provisions of the “Modification” section above, if CHB changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of CHB’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and CHB in accordance with the arbitration provisions of this “Dispute Resolution” section (however entitled) as of the date you first accepted these Terms or accepted any subsequent changes to these Terms.
18. Entire Agreement
These Terms, including all agreements and provisions incorporated herein, constitute the entire and exclusive understanding and agreement between CHB and you regarding the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between CHB and you regarding the Site.
19. Miscellaneous
Any failure by CHB to enforce, or CHB’s waiver of, any right or provision of these Terms, or any breach of such right or provision, will not constitute a waiver of future enforcement of that 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 CHB. Except as expressly set forth in these Terms, our exercise of any available remedies under these Terms will be without prejudice to our other remedies under these Terms or otherwise. 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. Throughout these Terms, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of these Terms or your use of the Site will survive.
20. Contact Us
If you have any questions about these Terms, you may contact us using the information provided in our “Contact Information for Guest Inquiry” page.