TERMS & CONDITIONS
TERMS & CONDITIONS
IMPORTANT NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY—THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, AND INCLUDE WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. THEY ALSO REQUIRE DISPUTES BETWEEN YOU AND US TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND TO WAIVE ANY RIGHT TO A JURY TRIAL, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ANY OTHER COURT PROCEEDING OF ANY KIND,SUBJECT TO LIMITED EXCEPTIONS. UNLESS YOU OPT OUT IN ACCORDANCE WITH THEOPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THESE TERMS. THE FULL TERMS OF THE ARBITRATION AGREEMENT ARE BELOW.
I. INTRODUCTION
Welcome to LAIKA! These Terms outline the rules and guidelines governing your use and access of our Services and define the relationship between you (the user) and us (the service provider). For example, these Terms explain: (1) what you can expect from us; (2) what we expect from you; (3) who can do what with Your Content and on the Services; and (4) how we will resolve disputes between you and us. By using the Services, you are entering into a binding contract with us that includes these Terms. Other Terms may govern certain features or material on the Service, such as free trial and reward programs, subscription programs, offers, sweepstakes and contests. By participating in any activity on the Services governed by Other Terms, you agree that you will be subject to those Other Terms in addition to these Terms.
For information on how we collect, use and protect personal data, please refer to our Privacy Policy. By using our Services, you also acknowledge our Privacy Policy.
II. DEFINITIONS
In this document, capitalized words not otherwise defined have the meanings given to them in this Definitions section or otherwise defined throughout. The Definitions section also includes explanations for certain lowercase words.
“ADR Services” means ADR Services, Inc., www.adrservices.com.
“ADR Services Batching Procedure” means for the ADR Services to (i) administer Disputes in at least 20 batches, with the discretion to create additional batches if ADR Services finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule.
“ADR Services Rules” means ADR Services rules and procedures then in effect
“Company,” “we,” “our,” and “us” means and refers to LAIKA LLC and its respective employees, directors, officers, and shareholders.
“Company Parties” means Company and Company’s predecessors in interest, successors, parents, subsidiaries, affiliates, and assigns, as well as each of their respective past, present, and future employees, directors, officers, shareholders, independent contractors, parents, subsidiaries, affiliates, predecessors in interest, successors, and assigns.
“Content” means graphics, pictures, images, artwork, videos, animations, audio, sounds, music, audio-visual effects, text, titles, names, themes, dialogue, characters, stories, concepts, objects, virtual items, patterns, textures, designs, models, concepts, interactive features, code, scripts, software, metadata, digital works, suggestions, feedback, messages, reviews, files, documents, and all other content.
“Dispute” means any dispute, claim, or controversy between you and Company Parties, including but not limited to disputes, claims, or controversies related to or arising from the Services, or these Terms or Other Terms, including, without limitation, those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms, Other Terms, and the Arbitration Agreement included herein.
“DMCA” means the Digital Millennium Copyright Act, 17 U.S.C. § 512.
“FAA” means that Federal Arbitration Act, 9 U.S.C. § 1 et seq.
“Ideas” means the results of thought.
“IP” means any intellectual property or intellectual property rights, including any copyright, trademark, patent, trade secret, or other proprietary interests, whether registered or unregistered, under the Laws of any jurisdiction.
“Laws” means all laws, rules, codes, statutes, ordinances, regulations, treaties, directives, and legal or regulatory requirements or guidance and agreements that apply to the Services or Content.
“Licensed Parties” means Company Parties and their respective partners, representatives, agents and licensees.
“NAM” means National Arbitration and Mediation (www.namadr.com).
“NAM Rules” means NAM rules and procedures, including any supplementary rules and fee schedules, then in effect
“Notice of Dispute” or “Notice” means a notice of Dispute from you to any Company Party.
“Notice Address” means laika-legal@laika.com, to which a Notice of Dispute from you to Company Parties must be emailed.
“Other Terms” means individually or collectively any other agreements, addenda, or terms entered into by you and Company that are governed by, or otherwise incorporate by reference, these Terms.
“Our Content” means the Services, and any IP or Content owned or provided by or on behalf of Company Parties, including any software, technology, tools, designs, templates or tools provided to users.
“Persona” means, collectively, name, brand, likeness, image, likeness, social-media handle(s), avatars, signature, voice, performance, profile and biographical information.
“Platform Terms” means the terms of use and other applicable policies for applicable third party platforms.
“Products” means the products, including apparel, toys and games, housewares, plush, prints, accessories, etc. available for sale in the “Store”.
“Services” means websites, products, features, experiences, or documentation provided by Company and other Company Parties, as applicable.
“Store” means the LAIKA Shop currently accessible at shop.laika.com
“Terms” means these Terms of Service, as updated from time to time.
“You” or “you” means the person entering into these Terms with Company entity.
“Your Content” means any Content you create, submit, store, upload, broadcast, provide or share using the Services, or otherwise provide to Company, including any Persona (to the extent incorporated therein), but excludes Our Content or Content provided by other users.
I. YOUR RELATIONSHIP WITH US
A. What you can expect from us
Services. We may offer a range of Services, your use of which is governed by these Terms.
Update, develop, and enhance Services. We may develop new technology or features that improve or modify the Services. To that end, we may add or remove certain features, functionalities, or Services. If we make a significant change that impacts your use of the Services, or if we stop offering a service altogether, we will endeavor to notify you unless the situation is urgent (for example, to prevent abuse, address security issues, respond to legal requirements, etc.).
Update, clarify, or amend these Terms. We may make non-material changes to these Terms or any Other Terms without notice, but if we make a change to these Terms or any Other Terms that materially affects your rights, we will provide you with notice (to the extent we have your contact information). If you do not agree with any Terms, including any changes to the Terms or Other Terms, you must stop using the Services. Your continued use of the Services constitutes acknowledgment of, and agreement to, the Terms, including any changes to the Terms or Other Terms.
B. What we expect from you
Follow all applicable rules. The permission we give you to use the Services lasts as long as you comply with: (1) these Terms; and (2) any Other Terms—which will be controlling if there is any conflict with these Terms—that may apply to specific uses of the Services. We will let you know when Other Terms apply to your use of the Services.
Provide true information. We may ask you for certain information from time to time, including to open an account with us, and when the law says we have to. You agree to give us true information only, and you understand that lying or not providing certain information may mean that you won’t be able to access or use certain Services.
Give feedback or suggest improvements, if you want. If you give us any comments, feedback, or suggestions, you agree that Company Parties and all other Licensed Parties may use those submissions without notice, payment, or any other obligation to you. Company Parties do not accept unsolicited Content or Ideas from users, including, without limitation, for Products, Services, websites or features. You acknowledge that Company Parties and all other Licensed Parties may be working on, or receive, other Ideas (or Licensed Parties’ employees or third-party independent contractors may create materials on their own) that are similar or identical in theme, format or other respects to any Idea created by you and neither Company Parties nor any other Licensed Party shall have any liability to you for any use of any Idea, including, without limitation, direct, indirect, contributory, vicarious, secondary or damages, or infringement or protection of any copyright in or to any Idea. Neither Company Parties nor any other Licensed Party are not responsible for any unauthorized use of any Idea by third parties.
Make certain promises, also known as representations and warranties. By using the Services, you represent and warrant that:
- you have the rights and ability to enter into these Terms and any Other Terms;
- your use of the Services and performance under any Other Terms won’t violate any third party’s rights, applicable Laws or Platform Terms;
- your use of the Services will be for your personal enjoyment only or for use as outlined in any Other Terms, but not for any commercial purposes;
- you exclusively own the rights in Your Content or, if not, you have obtained all rights necessary to grant Company and the other Licensed Parties the rights granted hereunder (including all sublicense rights);
- the use of Your Content as set forth herein or in any Other Terms will not violate these Terms, Other Terms, any Laws or Platform Terms, or any rights (including any IP, privacy rights, or rights of publicity) of any third party, or cause Company or any other Licensed Parties to incur any additional fees; and
- if Your Content uses any third party’s IP (like logos, designs, brand names), such use is expressly permitted by the applicable rights holder or otherwise is permitted by fair use or other applicable Laws.
IV. USING THE SERVICES
A. Age Requirements
To use the Services, you have to be at least 13 years old. If you are not legally considered an adult where you live, please talk to your parent or legal guardian and ask them for help; only they are allowed to agree to these Terms for you. If you’re a parent or legal guardian allowing a minor to use the Services, then you agree these Terms apply to you and that you’re responsible for their and your activity on the Services. You also are responsible for any transactions undertaken by you or the minor.
B. Products
We try to be as accurate as possible in the descriptions and depictions of the Products. However, there may be errors in the information and pictures displayed to you. Actual Product packaging and materials may contain additional and different information than that displayed on the Store. All photographs, drawings, pictures, renderings, dimensions, specifications, performance data and other information on the Store are provided for general illustrative and informational purposes only and do not constitute a representation or warranty that the Products will conform with the same. Please refer to any manufacturer’s labels, warnings, specifications, directions, and warranty documentation provided with the Product before use to determine your rights and remedies. You should not rely solely on the information presented on the Store. There is no warranty or guarantee that the colors, quality, product descriptions, or other content on the Store is accurate, complete, reliable, current, or error-free.
While we make every effort to confirm Products appearing on the Store are available, we cannot guarantee that all items are in stock or immediately available when you submit your order. The Products on the Store are subject to availability, do not constitute an offer by us, and may be removed or revised by us at any time before we accept your order (our acceptance is described below). If a Product is or becomes out of stock, we may cancel or reject your order without liability, and we will also refund any payment that you previously made for that canceled or rejected order, including any shipping or handling charges. Given the popularity of some Products, we reserve the right to limit the quantities of items that can be purchased.
For certain Products which are not yet available for shipping, we may make such Products available on the Store for pre-order. We may charge you the full price of the Product when we accept your offer to pre-order. If a Product available for pre-order is included in an order with additional items, all Products will ship together with the pre-ordered Product which may delay your expected shipping date.
By clicking “Place Order”: (a) you agree to be bound by these Terms; (b) you represent that you have provided true and accurate information during the ordering process; and (c) you acknowledge that you have reviewed your order and authorize us or our agent/commissionaire to process your payment method and charge you for your order. Your order request will be transmitted to us when you click “Place Order.” Your order is a binding offer by you to us to purchase the Product(s) in the order at the price and delivery terms stated in the order, and such offer is subject to our acceptance. When you place an order on the Store through our website, you consent to: (y) the use of electronic communications to enter into contract(s) of sale, and (z) receive confirmation notices, sales invoices, and records of transactions electronically. You may withdraw your consent to electronic delivery of notices, but if you do, we may cancel your order. If you do not agree to receive notices electronically, you must stop using the Store. Electronic notices may be available in your Company account. If you do not have a Company account, or do not have access to your electronic notices, we may be able to provide you with copies if you contact customer support, as outlined below. You are responsible for making copies of electronic notices and these Terms for your own records
After you place an order, the Store will display a confirmation message and you will receive a confirmation email that we have received your offer to purchase; this is an acknowledgement of your order and not an acceptance by us. We only accept your offer, and conclude each contract of sale for the applicable Product(s) in your order, when we have both: (a) dispatched the Product to you, and (b) received payment of the purchase price of the Product by means of the payment method you provided. We may cancel any pending orders (and any portion of an order for more than one Product) for any reason and at any time before our acceptance if we have not yet shipped the Product(s) to you. We may also require additional information from you before accepting your order. If we accept your order, we may email you a purchase confirmation notice providing relevant details on the purchase and a binding contract will form between you and us. If we are unable to accept your order because a Product is not available, we may notify you when it becomes available again (subject to your consent).
Once you place an order, your orders cannot be canceled or changed online. Please contact customer support. if you have any questions concerning your order. If we determine, or have reason to believe, that you are unable to pay for your submitted orders, you fail to pay any amount by the due date, you breach these Terms, or you have engaged in any fraudulent or criminal activity in connection with your use of the Store, or if we are unable to process payment to the payment method you provided, then we may take any actions we deem necessary to prevent, respond to, or investigate any actual, attempted, or alleged delinquent, fraudulent, deceptive, or illegal activities. For example, we may cancel any and all contracts between us and you, stop any Products in transit to you, suspend any ongoing deliveries or services, and/or notify law enforcement (or another appropriate government agency).
Prices and discounts available on the Store are subject to change at any time. We try to be as accurate as possible, but automatic order confirmation errors may occur. Please check the automatic confirmation message and order acknowledgement for errors and inform us immediately of any discrepancies. Pricing may be indicated on the Store or order acknowledgment, but if there is any discrepancy, the price in effect based on our internal records at the time of our acceptance shall control. If the price or Product information for an order is incorrect, no matter how the error occurred, we may at our sole discretion notify you of any errors before dispatch and/or cancel your order and refund you the amount you paid.
By placing an order and making an offer to complete a transaction on the Store, you agree to pay for all charges for orders made by you. You may pay for an order using only the payment methods displayed on the Store at the time of purchase, and we may change the acceptable payment methods at any time (up to and including the date we dispatch the Product) at our sole discretion. You agree to provide accurate and complete payment information to us or our third party payment processor(s) (“Payment Processor(s)”). You further agree that you are the authorized user of the card, PIN, key, account or other payment method we may identify as acceptable associated with charges for your orders. All transactions may be deemed to be governed by law and regulatory requirements applicable at the time the transaction was completed. You agree that you will not use IP proxying or other methods to disguise the place of your location, whether to circumvent geographical restrictions on game content, to purchase at pricing not applicable to your geography, or for any other purpose. If you do this, we may cancel your order, terminate access to your account, and/or take any other actions we deem necessary in accordance with these Terms.
Prices on the Store do not include shipping and handling, expedited services, or sales tax, if applicable, which will be added to your total price during the ordering process. You are responsible for paying any shipping and handling charges and any sales taxes or other charges added at the time you complete a transaction. You are responsible for all bank fees related to any transactions or failed transactions (e.g., chargebacks from your bank or credit card provider) initiated by you, including domestic and international transaction fees.
Products ordered for delivery outside of the United States may be subject to import duties and taxes levied on the package when it reaches the delivery location. You are solely responsible for any additional charges for customs clearance, and we will not be liable to you for any such charges. It is your responsibility to determine and pay all taxes due. Please be aware that cross-border deliveries are subject to opening and inspection by customs authorities.
For certain Products which are in development and not yet available for dispatch, we may make such Products available on the Store for pre-order. We may charge you the full price of the Product when we accept your offer to pre-order. If we are unable to accept your pre-order because a Product will not be available or is delayed, we may cancel your pre-order and/or notify you when it may become available for pre-order again (subject to your consent).
We will only dispatch Products once we have received payment in full for the relevant Products in orders accepted by us. For digital Products, you will receive a link in the purchase confirmation email directing you to the Product’s key and allowing you to unlock and download your digital Product.
Orders may not be accepted for delivery to certain addresses and territories. If accepted, your order will be delivered to the valid address you provide during the ordering process. Please check the delivery address on any order acknowledgment or purchase confirmation we provide, and notify us of any errors as soon as possible. If you change your delivery address after you submit an order, we reserve the right to cancel your order and/or notify you of any extra costs.
We will ship Products you purchase via the shipping method of our choice, on such other terms and conditions (such as applicable shipping and handling fees) that we may disclose to you at the time of your purchase. We will send you a shipping confirmation email with order information and tracking details. We do not guarantee the services of any shipping service, and delivery dates and times are estimates and are not guaranteed. We will, however, use commercially reasonable efforts to dispatch the Product for delivery within the timeframe indicated on your purchase confirmation. During busy times, such as holiday periods and periods of inclement weather, there may be additional processing and shipping delays. At our discretion, we may choose to halt, or alter, the delivery of an order, even though it is in the hands of a delivery agent or shipping company. We may do this as a customer service or in cases where we suspect fraud. You agree to pay any additional charges that may arise due to circumstances in which we take such action.
We do not accept returns. If you have an issue with your order, please reach out to customer support at shop@laika.com and we will do our best to accommodate your request. Exchanges may be processed for apparel items only. We will only be able to process exchanges if the Product is available in stock to replace the item If you would like to exchange an apparel item, please reach out to customer support with your order number and the size you would like to exchange within thirty (30) calendar days from the day you received the Product you wish to exchange.
C. Mobile Services
Data Usage and Charges. To the extent you access the Services through a Mobile Device, your mobile carrier’s standard charges, data rates and other fees may apply.
Compatibility. Though our Services are designed to be accessible on Mobile Devices, we do not guarantee full functionality or optimal user experience on all devices. Users are responsible for ensuring their Mobile Device are compatible with our Services.
Security. Accessing the Services via a Mobile Device may introduce additional security risks. Users are responsible for maintaining the security of their Mobile Devices, including keeping software up to date and protecting against unauthorized access.
D. Notifications and Messages
By using our Services or specific features that require communication, you may also receive related notifications and updates as part of your use of those services.
E. Using Services Responsibly
You are responsible for your interactions with other users on the Services. We reserve the right to monitor interactions between users, but we are not obligated to do so, and cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, you release Company and all other Licensed Parties from claims, and damages of every kind, arising out of or in any way connected with such disputes. In entering into this release, you waive any protections that would otherwise limit the coverage of this release.
The Services are controlled and operated from the United States, and we do not represent or warrant that the Services, or any part thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access the Services, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations.
We have to set some ground rules for the Services so that everyone can enjoy them and we can protect peoples’ rights. Therefore, you agree that:
You WILL:
- treat Company and all other Licensed Parties and all users of the Services with respect; and
- comply with all applicable Laws and Platform Terms.
a. share, download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
b. duplicate, change, break, decompile, reverse engineer, disassemble or decode the Services or any part thereof (including any underlying idea or algorithm), or attempt to do any of the same;
c. share, upload, distribute, transmit, display, perform, reproduce, duplicate or publish files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Services;
d. use, reproduce or remove any proprietary notations displayed on or through the Services (e.g., trademark or copyright notices);
e. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
f. exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
g. use the Services or any part thereof in any manner that could disable, overburden, damage, disrupt or impair the Services or any part thereof or interfere with any other party’s use of the Services or any part thereof, or use any device, software or routine that causes the same;
h. attempt to gain unauthorized access to, interfere with, overwhelm, burden, damage, disrupt, impair damage or disrupt or negatively impact the Services, accounts registered to other users, or the computer systems or networks connected to the Services or any part thereof;
i. use or attempt to use another person’s account or device without their permission;
j. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services or any part thereof;
k. use any robot, mods, hacks, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services or any part thereof to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same (in no event shall any robots.txt file or other such protocol be construed as granting written permission to engage in the conduct prohibited by this paragraph);
l. introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
m. use the Services for or post Content that is harmful, harassing, unethical, fraudulent, obscene, vulgar, abusive, profane, harmful, disruptive or otherwise objectionable or offensive purposes, violates other contractual or fiduciary rights, duties, or agreements;
n. share, upload, distribute, transmit, display, perform, reproduce, duplicate or publish deceptive, unfair or misleading statements, or unauthorized promotion (including, without limitation, chain letters or pyramid schemes, statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials);
o. impersonate any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of any Company Parties, or misrepresent your affiliation with any entity, including, without limitation Company Parties;
p. violate any applicable Laws in connection with your use of the Services or third party platform terms;
q. use the Services in any way not expressly permitted by these Terms or Other Terms; or
r. Encourage or enable any other person or entity to do any of the foregoing.
A. Our Content
The Services include Our Content, which belongs to Company Parties (as applicable). As between you and Company Parties, the applicable Company Party shall be and remain the sole owner of Our Content. We give you permission to use Our Content solely to use the Services, subject to these Terms and any Other Terms, but we (or other Licensed Parties, as applicable) retain all IP in Our Content. You agree not to do anything to violate, infringe upon, or misappropriate our IP/Our Content.
B. Your Content
You own the IP in Your Content. However, you grant Company and all other Licensed Parties, including our users / users of the Service, permission to use Your Content as set forth in the license below.
Unless otherwise agreed by Company in writing, the scope of the license you grant to Your Content hereunder is:
- worldwide, meaning it’s valid all over the world;
- non-exclusive, meaning you can give the same license to others;
- royalty-free, meaning there are no royalties owed to you for this license (and, for the sake of clarity, Company Parties may, but have no obligation to, provide or offer you compensation for, or opportunities for you to monetize, Your Content); and
- irrevocable, meaning you can’t take it back.
Company and all other Licensed Parties may (but are not obligated to):
- copy, use, transmit, broadcast, reproduce, publicly perform, and publicly display Your Content, including to save on the Service and its systems and show or make publicly available to other users;
- modify and prepare derivative works based upon Your Content, including to edit them or make new versions of them;
- otherwise use, distribute, commercialize, and exploit Your Content; and
- sublicense, meaning grant any or all of these rights to other Company users / users of the Services or other third parties.
Company and all other Licensed Parties may exercise these rights for any lawful purpose including, without limitation, the purposes of:
- operating and improving the Services, including to provide the Services to you and others, allow the Services to work as intended, and create new features and functionalities; and
- promoting and marketing Company and all other Licensed Parties, the Services, their businesses, Our Content and Your Content.
The license above continues for as long as Your Content is protected by IP Laws.
C. Other People’s Content
The Services may give you access to Content that belongs to others. You can use Content that belongs to others in and as permitted by the Services, these Terms and any Other Terms, but these Terms do not grant you the right to use it in any other way without the applicable rights’ holder’s permission.
D. Infringing Content
If you believe that any user-generated Content or other material made available through the Services violates your copyright, please submit a notification in accordance with the DMCA, to our DMCA Agent:
c/o LAIKA, LLC.
Attention: LAIKA Legal
6750 NE Bennett Street, Hillsboro, OR 97124
Telephone: 1-503-615-3344Fax: 1-503-615-3345
email: laika-legal@laika.com
Notices related to trademarks, right of publicity, or IP matters may be sent to the same recipient.
If any of Your Content is taken down after we receive a DMCA notice, you can send a counter-notification as laid out in section 512(g) of the DMCA, and we may re-post Your Content in question.
We, in our discretion, when it’s appropriate, will disable or terminate the accounts of users who repeatedly infringe IP.
VI. ISSUES, CLAIMS, RISKS, AND DISPUTES
A. Warranty Disclaimer
We work continuously to improve the Services and meet your needs. However, for legal reasons, we offer the Services without warranties unless specifically stated in Other Terms. The law says we need to explain this with specific language in capital letters. Here is that explanation:
WE PROVIDE THE SERVICES AS IS AND AS AVAILABLE WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FOR EXAMPLE, WE DO NOT MAKE ANY WARRANTIES ABOUT THE SERVICES (OR ANY CONTENT OR FEATURES THEREOF), INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.
B. Assumptions of Risk
You understand that certain portions of the Services are made possible by third parties. You agree that Company Parties do not control any third parties and won’t be responsible for any losses or harm that they cause either directly or indirectly.
C. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES NOR ANY OTHER LICENSED PARTIES BE LIABLE (JOINTLY OR SEVERALLY) FOR: (1) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES, OR (2) DAMAGES ARISING FROM INTERRUPTIONS; DELETION OF FILES, EMAIL, OR DATA; SYSTEM ERROR, FAILURE OR MALFUNCTION; VIRUSES; DELAYS IN OPERATION OR TRANSMISSION; OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL; OR (3) YOUR MISUSE OF THE SERVICES OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
D. What Happens if You Break Our Rules
Before we take any action described below, we may try to give you notice unless doing so would cause someone else harm, compromise the Services, or violate any Law. If you violate the Law, these Terms or any Other Terms and we do not take action right away, that doesn’t mean we give up any rights that we may have. We may take appropriate action in the future.
If Your Content violate these terms, any Other Terms or Law, or the rights of another person, we may remove Your Content.
E. Termination
We have the right to terminate your account. We may terminate your account and your access to the Services if you violate these Terms, Other Terms, Law or Platform Terms, or the rights of another person, or for any other reason in our sole discretion. If this happens, any license granted to you in connection with the Services are terminated immediately, and you won’t be entitled to any refunds. We also reserve the right to terminate any other accounts you may create or have created.
F. Indemnification
If someone sues Company or any other Licensed Party, you may have to pay for their defense and legal fees. You agree to defend, indemnify and hold Company Parties and all other Licensed Parties and any of their respective officers, directors, shareholders, employees, or independent contractors harmless from and against any claims asserted against any of them arising out of or relating to your use or actual or alleged misuse of the Services, violation of these Terms or any Other Terms, Your Content, or your negligence or misconduct. This applies to all liabilities or expenses arising from claims, losses, damages, judgments, fines, litigation costs, and legal fees. You shall cooperate as fully as reasonably required in the defense of any such claim. Any Company Party reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
G. Resolving Disputes; Agreement To Arbitrate; Class Action and Jury Waiver
Last Updated: January 10, 2025
PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR CONSOLIDATED ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
1. Mandatory Individual Arbitration
Any Dispute, whether such Dispute arose before, on, or subsequent to you entering these Terms, and if not resolved through the informal dispute resolution procedure set forth in Section 2 below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any Dispute that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and Company Parties each retain 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 IP rights. Any legal action by Company Parties against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.
To the fullest extent permissible by applicable law, all Disputes against Company Parties, including but not limited to Disputes arising out of or relating in any way to the Services or the Terms, must be filed within one year after such Disputes or cause of action arose or it will be forever barred.
If any Dispute is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in Oregon, and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of Oregon, without regard to choice or conflict of law principles.
If you or Company Parties files or causes to be filed in court (other than small claims court) a complaint alleging a Dispute that is subject to arbitration under this Arbitration Agreement, the defendant/respondent will notify the party or the party’s attorney (if an attorney has entered an appearance) of the existence of this Arbitration Agreement, and request that the complaint be withdrawn. If the party does not withdraw the action within 10 calendar days of service of that notice, and the defendant/respondent successfully moves to compel arbitration of the Dispute, the defendant/respondent shall be entitled to its costs and fees (including reasonable attorneys’ fees) incurred in seeking to enforce this Arbitration Agreement.
2. Class Action / Jury Trial Waiver
You and Company Parties agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, private attorney general, representative, or consolidated proceeding (other than the permitted Mass Filing Procedures). This means that you and Company Parties may not bring a Dispute on behalf of a class or group and may not bring a Dispute on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual Dispute. This also means that you and Company Parties may not participate in any class, collective, private attorney general, representative, or consolidated proceeding (other than the permitted Mass Filing Procedures) brought by any third party.
Unless both you and Company Parties agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, representative, or consolidated proceeding (other than the permitted Mass Filing Procedures). Notwithstanding the foregoing, you or Company Parties may participate in a class-wide settlement.
3. Opt-Out Procedures
To opt out of this Arbitration Agreement, you must send us a written notice (“Opt-Out Notice”) by email at laika-legal@laika.com within 30 days from the earlier of the date that you: (1) first purchased a Product; (2) first accessed the Services; or (3) first provided information to the Services after the posting of these Terms. The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement, and you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of Company Parties’ arbitration agreements and class action provisions.
If you opt out of this Arbitration Agreement, all other provisions of the Terms will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous arbitration agreements you entered into with Company Parties. If you timely provide Company Parties with a valid Opt-Out Notice, and you are not bound to any previous or other arbitration agreements with Company Parties, all Disputes between you and Company Parties shall be subject to the exclusive jurisdiction of, and you consent to venue in, the state and federal courts located in Oregon, and all Disputes shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of Oregon, without regard to choice or conflict of law principles.
If Company Parties make any future changes to this Arbitration Agreement (other than a change to the Notice Address or other non-material changes), Company Parties will provide you with notice (to the extent we have your contact information). You may reject any such change by sending an email to Company Parties at laika-legal@laika.com within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) the change(s) you are rejecting, (v) and, if applicable, the username or email address associated with any purchase from Company Parties. This is not an opt out of arbitration altogether. Your continued use of the Services after this 30-day period constitutes acknowledgment of, and agreement to, the changes to the Arbitration Agreement.
4. Rules and Governing Law
Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and Company Parties each agree to send the other party a written Notice of Dispute. A Notice of Dispute from you to Company Parties must be emailed to the Notice Address. Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the Dispute; (iii) any relevant facts regarding claimant’s use of the Services, including whether claimant receives any emails associated with the Services, whether claimant has made a purchase from Company Parties, and if so, the date(s) of the purchase(s); and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute. Company Parties will send any Notice of Dispute to you at the email address or mailing address it has for you, if any.
After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.
Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Company Parties have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.
If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and Company Parties each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Disputes through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.
All Disputes shall be submitted to NAM, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with the NAM Rules, except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is available on NAM’s website at www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the Dispute to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.
If NAM notifies the parties in writing that it is not available to arbitrate any Dispute, or if NAM is otherwise unable to arbitrate any Dispute, that Dispute shall be submitted to ADR Services, Inc. (“ADR Services”) for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with the ADR Services rules and procedures then in effect (the “ADR Services Rules”), except as modified by this Arbitration Agreement.
Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the FAA, will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the NAM Rules or ADR Services Rules (as applicable) shall preempt all state laws to the fullest extent permitted by law. If the FAA and the NAM Rules or ADR Services Rules (as applicable) are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of Oregon, without regard to choice or conflict of law principles.
At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
As in court, you and Company Parties agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the Dispute or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules or ADR Services Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.
Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.
Mass Filing Procedures: If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 Demands for Arbitration, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the concurrent resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) following such determination of a mass filing, NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM’s fee schedule. All parties agree that arbitrations are of a “substantially similar nature” for purposes of these Mass Filing Procedures if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.
If there are 20 or more substantially similar Disputes that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall administer those Disputes in accordance with the Mass Filing Procedures set forth above and shall apply its mass filing fee structure.
Company Parties reserve all rights and defenses as to each and any Dispute, Demand for Arbitration, and claimant. These Mass Filing Procedures shall in no way be interpreted as authorizing class arbitrations of any kind.
Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees.
Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.
Requirement of Individualized Relief: The parties agree that, to the fullest extent permitted by law, the arbitrator is authorized, upon either party’s request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Dispute.
5. Severability & Survival
If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein. Notwithstanding the foregoing, if any court or arbitrator determines that the Class Action/Jury Trial Waiver set forth in this Arbitration Agreement is void or unenforceable for any reason, or that your Dispute can proceed on a class, collective, representative, or consolidated basis (other than the Mass Filing Procedures), then, after the exhaustion of all appeals of that determination, you and Company Parties shall be deemed not to have agreed to arbitrate Disputes, and your Dispute must be litigated in a federal or state court of competent jurisdiction in Oregon, and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State and governed by Oregon law, without regard to choice or conflict of law principles. In addition, if the Mass Filing Procedures apply to your Dispute, and any court or arbitrator determines that the Mass Filing Procedures are void or unenforceable for any reason, then, after the exhaustion of all appeals of that determination, you and Company Parties shall be deemed not to have agreed to arbitrate that Dispute, and it must be litigated in a federal or state court of competent jurisdiction in Oregon, and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State and governed by Oregon law, without regard to choice or conflict of law principles.
This Arbitration Agreement shall survive termination of these Terms. Except as provided in the opt-out provisions set forth in subsections G(3) and G(5) above, the terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with Company Parties.
VII. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
VIII. NOTICE TO NEW JERSEY USERS
The sections on indemnification and limitation of liability do not apply to New Jersey residents to the extent that New Jersey’s Truth-in-Consumer Contract, Warranty, and Notice Act (N.J.S.A. §§ 56:12-14 to 56:12-18) prohibits such application.
IX. MISCELLANEOUS
You may not assign or transfer any of your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written permission. We may assign or transfer any of our rights or obligations hereunder without your permission and without notice to you.
If any clause within these Terms is found to be invalid, unenforceable, void, voidable, or illegal, that clause will be severed and the remainder of the Terms will be given full force and effect.
These Terms, together with Other Terms, represent the entire agreement between you and us and supersede any prior agreements or understandings, whether written or oral, between you and us.
All provisions of these Terms that would reasonably be expected to survive the termination of these Terms, including, without limitation, those related to IP, limitation of liability, and indemnification, will do so.
Our failure to enforce any right or provision of these Terms 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 our authorized representative. 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.
We will be excused from performance under these Terms, to the extent we are prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (1) weather conditions or other elements of nature or acts of God, (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (3) quarantines, pandemics, epidemics, or embargoes, (4) labor strikes, or (5) other causes beyond our reasonable control. In the event that we are unable to ship you an item you ordered because of such an event, we will address as required by law.
This Agreement is between you and us. There are no third-party beneficiaries except as otherwise expressly provided herein.
If you have questions about these Terms, please contact laika-legal@laika.com.