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Terms of Service

These Terms of Service ("Agreement") govern your access to and use of the service(s) ("Service") provided by All This, All That, Inc. ("All This", "we" or "us") through our website located at www.allthis.com, (the "Site") or through other communication platforms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case "you" or "your" shall refer to such entity. PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

In connection with and as part of the Service, our co-venturer, All This Charity Auctions Foundation, an Oregon nonprofit corporation (the "Foundation"), is the recipient of Items from Contributors, is the recipient of payments for the Items from Buyers, will be providing the Items donated by Contributor(s) to Buyer(s), and will be granting those proceeds to Designated Charities (as such terms are defined below).

Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted in connection with such features. All such additional terms and the All This Privacy Policy ("Privacy Policy") are hereby incorporated by reference into this Agreement.

This Agreement may be amended by All This from time to time. If we make material changes to the Agreement, we will notify you through a prominent notice on the Site or through the Service or at your primary email address, as specified in your user account information. You agree that such amended Agreement will be effective thirty (30) days after our dispatch of a notice to you, and your continued access of the Site or use of the Service thereafter shall constitute your acceptance of the amended Agreement. Except for such amendments, no amendment to this Agreement will be valid unless in a writing hand signed by the parties. This Agreement was last revised April 1, 2010.

  1. Use of the Service

    1. 1.1. The Service allows a user to bid (the "Bidder") on certain goods or services (the "Items") offered by individuals or entities (the "Contributors"). In the listing for the Item, the Contributor will select a qualified non-profit charity as the benefitting organization (the "Designated Charity"). The Contributor donates the right to receive the Item to the Foundation as described in Section 3. The winning bidder ("Buyer") will pay the bid amount to the Foundation and the Foundation will provide the right to receive the Item to the Buyer. Except as provided in the following sentence, the Foundation will grant to the Designated Charity the amount of the payment received by the Foundation for the Item, less a service fee and other fees which may be agreed between the Foundation and the Designated Charity and any taxes, levies, or duties imposed by taxing authorities. However, the Foundation may, in its sole discretion, contribute the amount of the payment to a Section 501(c)(3) publicly-supported public charity other than the Designated Charity or retain the amounts for its general charitable purposes if the Designated Charity is not listed in Publication 78, Cumulative List of Organizations described in Section 170(c) of the Internal Revenue Code of 1986 ("Pub 78"). The Foundation may retain the payment received from the Buyer for a limited period of time to be able to offer the dispute resolution described in the Dispute Policy below. Certain Items may be offered through a private listing and may not be available for bidding to all users.
       
    2. 1.2. THE SERVICE IS INTENDED SOLELY FOR ACCESS AND USE BY INDIVIDUALS THAT ARE EIGHTEEN (18) YEARS OF AGE OR OLDER. BY ACCESSING AND USING THE SERVICE, YOU ARE CERTIFYING THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD. By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you are merely surfing or browsing through the Service and have not yet registered on the Service, your use of the Service is still subject to this Agreement; if you do not agree to this Agreement, do not use the Service.
       
    3. 1.3. To become a registered user and be eligible to access and use the Service, including to bid on or donate an Item (except those portions of the Site to which All This allows access without registration), you must create a user account ("Account") by registering on the Site or through an application provided by the Service, if available. To open an Account, you must complete the registration process for the Service by providing All This with the information requested on the registration form and accepting this Agreement. Prior to contributing any Item or bidding on any Item, you must provide All This and the Foundation with valid credit card information or other payment information for a credit card or payment account in your name prior to completing your registration for the Service. You shall promptly update all registration data to keep it true, accurate, current, and complete. Should All This suspect that any information you provide is not true, accurate, current or complete, All This has the right to suspend or terminate your use of the Service. When you register, All This will ask you to provide a user name and password. You will be responsible for all activities that occur under your user name and password and therefore you should keep your password confidential. You agree to notify All This immediately of any unauthorized use of your user name or password or if you believe that your password is no longer confidential. All This reserves the right to require you to alter your user name and/or password if All This believes that your Account is no longer secure. By creating an Account, you hereby authorize All This to use your account information in accordance with the Privacy Policy for the purposes of sending periodic mailings to you about All This products, services, and news.
       
    4. 1.4. By posting content to any area of the Service available to other users, including in any listing or other description of any Item, or any communication, information, intellectual property, material, messages, photos, videos, URLs, profiles and the like ("Publicly Posted Content"), you grant to All This an irrevocable, perpetual, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform (including by means of a digital audio transmission), and otherwise use or exploit such Publicly Posted Content and to prepare derivative works of, or incorporate into other works, such Publicly Posted Content, and to grant sublicenses of the foregoing rights. In addition, you represent and warrant that you have the right to grant the foregoing license and to post the Publicly Posted Content and will not infringe, misappropriate, violate or contravene any third party rights (including, without limitation, any intellectual property rights). You understand and agree that All This may (but is not obligated to) review any Publicly Posted Content that is uploaded, published or displayed (hereinafter, "posted") on the Services and delete or refuse to take online any such Publicly Posted Content, including, without limitation, any Publicly Posted Content that in the sole judgment of All This violates this Agreement or which might be offensive, inappropriate, illegal, or that might violate the rights, harm, or threaten the safety of other users or third parties. You are solely responsible for the Publicly Posted Content that you post on the Service, or transmit to other users or third parties. All This reserves the right (but is not obligated) to investigate and to take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Publicly Posted Content from the Service and terminating the accounts of such violators. While using the Service, you will not and you will not post any Publicly Posted content that accomplishes or facilitates any of the following prohibited activities:

      • offer any Items that are: obscene, offensive, controlled substances, prescription drugs, hazardous materials, illegal or promote illegal activities, or otherwise incompatible with the quality, appeal, or usefulness of the Service, as determined in our sole discretion;
      • post content or Items in an inappropriate category or areas on the Site and Service;
      • violate any applicable laws or regulations or third party rights;
      • use our Site or the Service if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our Site or Service;
      • fail to deliver payment for Items purchased by you, unless the Contributor has materially changed the item's description after you bid or a clear typographical error is made;
      • fail to deliver Items purchased from you, unless the Buyer fails to meet the posted terms;
      • manipulate the price of any Item or interfere with other Contributors' listings;
      • post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
      • distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
      • distribute viruses or any other technologies that may harm All This, or the interests or property of users of the Site or the Service;
      • harvest or otherwise collect information about users, including email addresses, without their consent.

  2. User Disputes

    1. 2.1. Although we expect that Buyers and Contributors will work together to ensure a rewarding and experience, we recognize that disputes may occur. All This and the Foundation are not responsible for, and will have no liability for, delivery of the Items purchased by Buyers. The purchase of an Item using the Service is at Buyer's own risk and creates a contract between the Buyer and the Contributor. We strongly encourage Buyers and Contributors to work together to resolve any dispute before filing a claim with us.
       

    2. 2.2. Purchases by Buyers complying with the conditions listed below are covered by our user dispute policy as described in this section ("Dispute Policy"). Note, however, that the Dispute Policy applies only to the transaction and is not a warranty or a solution for buyer's remorse. The Dispute Policy does not apply to Items that are prohibited in accordance with Section 1.4. Buyers and Contributors agree to comply with the requirements of the Dispute Policy. You agree that All This will not be responsible for any loss or damage incurred as the result of any dealings under the Dispute Policy or with respect to any other user's use or disclosure of your personally identifiable information. To submit a claim, contact safebidding@allthis.com. To be eligible for filing a claim under our Dispute Policy, the following must be true:

      • (a) you purchased an Item through the Service and submitted a claim within thirty (30) days of the date of payment;
         
      • (b) you have not started another form of dispute resolution, including a credit card chargeback or a claim with the payment processor; and
         
      • (c) you and the Contributor have a good-faith dispute regarding the Item. Good-faith disputes includes cases such as: (1) not receiving an Item (or the start of the performance of a service) within seven (7) days of the promised date: (2) receiving an Item that is different from the one described in the listing for the Item (for example, you purchased a lunch with a CEO, but received a book); or (3) you received an Item that was not as described in the listing for the Item. Good-faith disputes do not include cases of buyer's remorse where you decide you no longer want the Item regardless of the reason or untruthful claims.
         
    3. 2.3. When we receive a claim under our Dispute Policy, we will review the claim and check whether the Buyer has already contacted the Contributor. If the Buyer has not contacted the Contributor, we may require that the Buyer do so and wait a reasonable time for a response before we proceed with processing the claim. We may also review additional transaction information and contact the Buyer for more information. When we contact the Contributor, the Contributor will have seven (7) days to respond to the claim. Responses may include: (a) providing proof of delivery (for goods over $100, we require signature confirmation); (b) providing documentation that the Item provided was properly described; or (c) agreeing with the Buyer to send the good or a replacement good or to perform the service. At the end of this seven (7) day response period, we will check with the Buyer to see if he or she is satisfied. If the Buyer is satisfied, then the claim is closed. If the Buyer is still working with the Contributor or does not respond, we will check back in another seven (7) days.
       
    4. 2.4. If the Buyer informs us that no resolution has been reached, we will review the claim again. If the good was not received or the service was not performed, to the extent the Foundation has not provided the Buyer's payment to the Designated Charity or other qualified charity, the Foundation will refund the purchase price to the Buyer, less the Foundation's service fee. If the Item was different or not as described in the listing, to the extent the Foundation has not provided the Buyer's payment to the Designated Charity or other qualified charity, the Foundation will refund the purchase price, less the Foundation's service fee, to the Buyer upon the Buyer shipping the Item back to the Contributor at the Buyer's expense. Refunds will be made using the same payment method as the purchase. All This and the Foundation will not be responsible for refunds that cannot be made due to invalid payment information or because the payment has already being provided to the charity or other non-profit organization identified by Contributor.
       
    5. 2.5. Each Contributor must comply with the Dispute Policy and expressly consent to All This deciding, at its sole discretion, how to resolve a claim under the Dispute Policy. To help avoid and resolve disputes, Contributors should retain documentation that: (a) the good was delivered (for example, a delivery confirmation or signature for goods over $100); (b) the Item was properly described (for example, the Item listing); or (c) a service was performed (for example, receipts or invoices).
       
    6. 2.6. Credit card chargebacks, the filing of a dispute with the payment processor, or the initiation of another dispute resolution process will close all claims filed under the Dispute Policy. We may deny a Buyer coverage under our Dispute Policy if we suspect, in our sole discretion, that the Buyer is committing fraud or abusing the Dispute Policy.
       

  3. Contributing; Bidding

    1. 3.1. When the Contributor donates an Item, the Contributor must accurately describe and portray the Item in the listing for the Item. The Contributor must include all terms and conditions and limitations relating to the listing for the Item as well as a good faith estimate of the fair market value of the Item. By offering an Item for donation, Contributor represents and warrants that the Contributor is at least eighteen (18) years of age, has the right to donate the Item, is not receiving anything from the Foundation or from the Designated Charity in exchange for the donation of the Item, and agrees to all of the terms and conditions in this Agreement. Contributor must select a Designated Charity from the available list of qualified non-profit organizations for the net proceeds of the sale of the donated Item or designate the Foundation as the recipient of the proceeds. After submitting a listing and after the offer described in the listing for the Item is accepted by a Contributor, the Foundation will have the right, in each case in the Foundation's sole discretion, to (a) confirm the Designated Charity is listed in Pub 78, (b) review Contributor's estimate of the fair market value for the Item and to adopt or reject Contributor's estimate, (c) substitute a Section 501(c)(3) publicly-supported public charity for the Designated Charity, and (d) collect sales tax in the case of a donated Item subject to sales tax.
       
    2. 3.2. When Bidder submits a bid for an Item, Bidder accepts the description and the terms and conditions for the Item as described in the listing, represents and warrants that the Bidder is at least eighteen (18) years of age, and agrees to all of the terms and conditions in this Agreement. Upon close of the listing for an Item, the right to receive the Item will be awarded to the highest bidder. The Buyer will remit payment for the Item to the Foundation. If the Buyer pays with a credit card, the entity name for the charge will be "All This Charity Auctions Foundation." If the winning bid is greater than the estimated fair market value of the Item as described in the listing, the Foundation will provide the Contributors and Buyers, as applicable, with appropriate receipts; provided that the Buyer must provide certification to the Foundation that the Buyer is receiving nothing of value, other than the right to receive the donated Item, in exchange for the Buyer's payment for the Item. If the Buyer fails to provide this certification, the Buyer will not receive a qualified acknowledgment from the Foundation for the amount paid in excess of the estimated fair market value of the Item.
       
    3. 3.3. By listing a service or good as an Item on the Service, the Contributor makes an offer to the Foundation to perform that service or deliver that good as described in the listing for that Item and agrees to maintain this offer in effect until there is a winning bid for the Item. Upon a winning bid, the Foundation automatically accepts Contributor's offer and transfers Contributor's resulting obligation to the Buyer, when the Buyer pays for the Item. Contributor acknowledges and agrees that upon this transfer and Contributor is legally obligated to Buyer to perform the service or deliver the good as described in the listing. Buyer acknowledges and agrees that Contributor is solely liable to Buyer to perform the service or deliver the good as described in the listing for that Item, and All This and the Foundation have no responsibility to Buyer for having the service performed or the good delivered. If there is no winning bid for an Item, Contributor's offer will automatically terminate at the end of the listing period for that Item. The Foundation does not take title to the Item at any time. We recommend that the Contributor and Buyer arrange for performance of the service or delivery of the good within a reasonable period of time.
       
  4. Fees; Payments. All This will charge fees to Contributors for listing Items in the amounts specified on the Service. Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. If you win a bid for an Item, you will make the payment to the Foundation. The Foundation will be responsible for remitting any required sales, use, or other taxes, levies, or duties imposed by taxing authorities and will deduct the amount of these taxes, levies, or duties from any amounts directed to the Designated Charity or other qualified charity selected by the Foundation. That payment will be made through a payment service provided by the Foundation. The Foundation is the only party responsible for taking the Bidder's payment and transferring it to the Designated Charity, and All This has no responsibility to the Buyer or Contributor for ensuring that the Buyer's payment reaches that Designated Charity. THE FAIR MARKET VALUE IDENTIFIED IN THE ITEM LISTING ARE ESTIMATES MADE BY THE CONTRIBUTOR AND NEITHER ALL THIS NOR THE FOUNDATION HAVE VERIFIED THIS INFORMATION AND MAKE NO REPRESENTATIONS OR STATEMENTS REGARDING THE DEDUCTIBILITY OF ANY AMOUNTS PAID OR CONTRIBUTIONS. ALL THIS AND THE FOUNDATION DO NOT HAVE ANY RESPONSIBILITY FOR DETERMINING WHETHER OR THE EXTENT TO WHICH PAYMENTS OR CONTRIBUTIONS ARE TAX DEDUCTIBLE (IF AT ALL) OR THE FAIR MARKET VALUE OF THE ASSOCIATED ITEMS. CONSULT YOUR OWN TAX ADVISOR FOR ADVICE AS TO WHAT AMOUNTS AND WHAT CONTRIBUTIONS ARE OR ARE NOT DEDUCTIBLE.
     
  5. Term. Subject to this Section, this Agreement will remain in full force and effect while you use the Service and/or maintain an Account. You may terminate your Account at any time, for any reason by sending an e-mail to info@allthis.com. All This may terminate this Agreement, or suspend or terminate your access to the Service, for any reason or no reason immediately effective upon sending notice to you at the email address you provide in your Account. Upon termination of this Agreement by either party or violation of this Agreement by you, your right to access and use the Service will terminate immediately. You agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to our termination of this Agreement. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2, 6 to 16.
     
  6. Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, THE SERVICE IS PROVIDED "AS-IS" AND AS AVAILABLE AND ALL THIS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. ALL THIS DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICE. ALL THIS MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. YOU AGREE THAT ALL THIS IS NOT RESPONSIBLE FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY COMMUNICATIONS OR PERSONALIZATION OR PREFERENCE SETTINGS. ALL THIS DOES NOT ASSUME ANY OBLIGATION TO MONITOR ACTIVITIES CONDUCTED ON THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
     

  7. Limitation of Liability

    1. 7.1. You will not hold All This or the Foundation responsible for other users' content, actions, or inactions or Items they list. You acknowledge that we are not a traditional auctioneer. We are not involved in the actual transaction between a Buyer and Contributor. While we may help facilitate the resolution of disputes through our Dispute Policy, we have no control over and do not guarantee the quality, safety, or legality of Items advertised, the truth or accuracy of users' content or listings, the ability of Contributors to sell Items, the ability of Buyers to pay for Items, or that a Buyer or Contributor will actually complete a transaction or return an Item. [We do not transfer legal ownership of goods from the Contributor to the Buyer,] and nothing in this agreement shall modify the governing provisions of California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2), unless the Buyer and the Contributor agree otherwise. [Note to Draft: Process to be confirmed.]
       
    2. 7.2. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, ALL THIS AND THE FOUNDATION SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY LOST PROFITS, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE OR SITE, UNDER THIS AGREEMENT, EVEN IF ALL THIS OR THE FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ALL THIS'S AND THE FOUNDATION'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS (US $50). THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF ALL THIS' AND THE FOUNDATION'S LIABILITY ARE ESSENTIAL AND FUNDAMENTAL PARTS OF THIS AGREEMENT WHICH ARE NECESSARY TO INDUCE ALL THIS TO ENTER INTO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
       

  8. User Disputes and Release. You are solely responsible for your interactions with other users. All This and the Foundation reserve the right, but has no obligation, to monitor, or take any action All This or the Foundation deems appropriate regarding, disputes between you and other users. To the extent permitted under applicable laws, you hereby release All This and the Foundation from any and all claims, damages, or liability related to or arising out of such disputes.

    You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

  9. Access and Interference. Subject to the terms and conditions of this Agreement, All This grants you a limited, non-exclusive, and revocable license to access and display the Service available in connection with the Service, for your personal, non-commercial use. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Service or make the Service available to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive product or service or attempt to access the Service through any unapproved interface; (d) you shall not use any robot, spider, scraper, or other automated means to access the Site or Service; (e) you will not use any device, software, or routine to damage, interfere or attempt to interfere with any application, function, or use of the Service; (f) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (g) any future release, update, or other addition to functionality of the Service (if any) shall be subject to the terms of this Agreement unless All This expressly states otherwise.
     

  10. Proprietary Rights.

    1. 10.1. All This and its licensors own and retain all proprietary rights in the Service. The Service contain the copyrighted material, trademarks, and other proprietary information of All This, the Foundation, and its licensors. Except as expressly specified in this Agreement, the provision of the Service does not transfer to you or any third party any rights in or ownership of such intellectual property, including, without limitation, any intellectual property rights in any All This, the Foundation, or third-party content.
       
    2. 10.2. Copyright © 2010, All This, All That, Inc. All rights reserved. The trademarks, logos and service marks ("Marks") displayed on the Service are our property or may be the property of third parties. Certain uses of Marks require the permission of the owner.
       

    3. 10.3. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. All This' Copyright Agent for notice of claims of copyright infringement can be reached by writing the following:

      All This, All That, Inc.

      Attn: Copyright Agent

      308 Bachman Avenue

      Los Gatos, CA 95030

      info@allthis.com


  11. Third Party Sites. Our Service contains links to Internet sites maintained by third parties. These links are provided for your reference only. We do not control, operate or endorse in any respect information, products, or services on such third-party sites and are not responsible for their content. Many third-party sites have their own terms of use that differ from ours. This Agreement only covers our Service and does not cover any other site.
     
  12. Modifications. All This reserves the right, at any time, to modify the Site or Service content or to modify, suspend, or discontinue the Site, Service, or any part thereof with or without notice. You agree that All This will not be liable to you or to any third party for any modification of the Site or Service content or modification, suspension, or discontinuance of the Site or Service. We reserve the right to take down an Item listing at any time for any reason or no reason. The communications between you and All This use electronic means, whether you visit Service or send us emails, or whether All This posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from All This in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that All This provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your non-waivable rights.
     
  13. Indemnification. You agree to indemnify and hold All This and the Foundation and their subsidiaries, affiliates, officers, agents, and other partners and their employees, harmless from any loss, liability, claim, demand, costs, or expenses, including reasonable attorney's fees, arising out of or relating to: (a) your use of the Service or Site, (b) any Item, (c) your obligations under a listing for any Item, (c) your breach of this Agreement, (d) your violation of any laws or any rights of any third party, or (e) any taxes relating to your activities in connection with the Site or Service.
     
  14. Governing Law and Arbitration. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. [Any claim or dispute that you bring against All This must be resolved exclusively by a state or federal court located in [Santa Clara County, California], except as otherwise agreed by the parties.] Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than five thousand U.S. Dollars (US$ 5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English, or any other language the parties may mutually agree upon; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, All This and the Foundation may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from California law. You shall always comply with all the international and domestic laws, ordinance, regulations and statutes that are applicable to your use of the Services.
     
  15. General. This Agreement and the Privacy Policy constitute the entire agreement between you and All This regarding the use of the Service and the Site. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Notwithstanding any other provisions herein, the parties agree that no person or entity (including any other user) shall be deemed a third-party beneficiary of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. The failure of All This to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding this Agreement at info@allthis.com.
     
  16. Disclosures. All This is located at 308 Bachman Ave, Los Gatos, CA 95030. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
     
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