Seller Terms and Conditions
Seller Terms and Conditions Seller SERVICES AGREEMENT LAST UPDATED: November 30, 2022 This Service Agreement (the “Agreement”) is made and entered into between LLAMAWOOD, Inc. (“LLAMAWOOD”) and you (“You” and “Your”), as of the date that You accept this Agreement as provided in this preamble.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING LLAMAWOOD’S PLATFORM (THE “PLATFORM”), CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE REGISTRATION PROCESS YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH LLAMAWOOD, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER AND TO BIND THAT COMPANY TO THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN LLAMAWOOD’S seller PROGRAM AS DESCRIBED BELOW.
LLAMAWOOD'S General Terms and Conditions available at https://www.llamawood.com/policies/terms-of-service (“Terms of service”) are incorporated herein by reference. In the event of any conflict between the terms of this Agreement and the General Terms, the terms of this Agreement shall supersede and control to the extent of any such conflict.
Please note that LLAMAWOOD may modify these terms and conditions at any time, and such modifications shall be effective immediately upon posting of the modified version on the platform for orders placed after such modifications have been posted.
LLAMAWOOD will also update the “Last Updated” date at the top of this Agreement. If LLAMAWOOD makes any material changes, and You have registered with LLAMAWOOD to be an official LLAMAWOOD seller (as defined below), LLAMAWOOD may also send You an email to the last email address You provided pursuant to this Agreement. Any changes to this Agreement will be effective immediately for new participants in the Program (as defined below) and will be effective thirty (30) days after posting or providing notice of such changes on the platform for existing users (whichever is earlier).
LLAMAWOOD may require you to provide consent to the updated Agreement in a specified manner before further use of the platform and/or participation in the Program is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the platform and/or participating in the Program. Otherwise, Your continued use of the platform and/or participation in the Program shall be deemed Your conclusive acceptance of the modified terms and conditions.
LLAMAWOOD maintains a seller program consisting of a network of third-party sellers capable of performing delivery services on LLAMAWOOD'S behalf. As a participant in the Program, You will have the right to receive work orders from LLAMAWOOD, for the delivery of firewood (a “Job”). Each job will identify: (a) delivery terms; (b) delivery location; (c) delivery date(s); (d) the items to be delivered (e). If You indicate Your willingness to accept the job and are awarded the job, You will be deemed a “seller” for the purposes herein and will perform the work specified in the job Order in accordance with the terms herein, including
- PROGRAM REGISTRATION.
In order to participate in the Program, You are required to register for an account on the platform (“Account”). In registering for the Program, You agree to (1) provide true, accurate, current and complete information about Yourself and Your demand and supply capabilities as prompted by the platforms registration form; and (2) maintain and promptly update your information to keep it true, accurate, current and complete. You are responsible for all activities that occur under Your Account. You may not share Your Account or password with anyone, and You agree to notify LLAMAWOOD immediately of any unauthorized use of Your password or any other breach of security; and exit from Your Account at the end of each session. If You provide any information that is untrue, inaccurate, not current or incomplete, or LLAMAWOOD has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LLAMAWOOD has the right to suspend or terminate Your Account and refuse any and all current or future use of the platform and Program (or any portion thereof).
- DISTRIBUTION OF FIREWOOD
2.1 seller and Delivery Seller agrees to perform the work specified in the job Order pursuant to the terms therein and this Agreement, including kiln-drying to USDA specification, testing, inspecting, handling, identifying and otherwise distributing the materials(s) in accordance with the Specifications and for the price(s) provided by Seller in its quote for LLAMAWOOD and delivery of such Part(s). The Seller agrees to the use of statistical techniques for product acceptance and complies with related instructions for acceptance by LLAMAWOOD. If tolerances are not specified in the Job Order, then the Seller agrees to distribute material(s) to the LLAMAWOOD distribution standards which are available at www.LLAMAWOOD.com/distribution-standards (“distribution Standards”) (which are incorporated herein by reference). You represent, warrant and covenant that: (i) You have a suitable quality management system in place (refer to Seller Guide); (ii) use measures to prevent damage; (iii) that your personnel are at all times working in a manner that is safe and ethical; (iv) You will notify LLAMAWOOD of any changes in processes, products or services, subcontractor or location; (v) You will immediately notify LLAMAWOOD in writing in the event of any non-compliance with the terms of the Job Order and/or these Terms and Conditions, Seller shall not subcontract or delegate any of its obligations hereunder without the prior written consent of LLAMAWOOD. You are solely responsible for any subcontractors, service providers, sellers, licensors and/or manufacturers (collectively, “Subcontractors”) you engage with and will indemnity LLAMAWOOD for any damages, liabilities, losses, judgments, penalties, settlements, costs and expenses, incurred by LLAMAWOOD or its customers as a result of any acts or omissions of such Subcontractors. If required by LLAMAWOOD or the applicable customer, you will solely use those Subcontractors designated by LLAMAWOOD and/or the applicable customer. You will ensure that all Subcontractors comply with these Terms and Conditions (flow-down), and will immediately notify LLAMAWOOD of a violation of such terms and conditions by a Subcontractor.
2.2 Contact with Customers. Seller acknowledges and agrees that Customer satisfaction is extremely important to LLAMAWOOD, and that in order to ensure such satisfaction, LLAMAWOOD requires that all communications that take place with respect to any Customer’s Job Order, must take place on or via the platform. As such, Seller covenants and agrees that all contact and communications with a Customer related in any way to any Job Order, shall be conducted exclusively via the platform. Seller further acknowledges that LLAMAWOOD may monitor such contact and communications at any time without notice for the purpose of providing the platform and related services.
- LLAMAWOOD JOB BOARD.
If you use a LLAMAWOOD JOB BOARD, a platform that allows sellers to accept jobs, and manage and track work in process, you agree and understand that your access and use of LLAMAWOOD JOB BOARD is contingent upon your status as a seller in good standing that continues to accept jobs and manage jobs for LLAMAWOOD. Should you cease to be a seller, LLAMAWOOD will disable your access to LLAMAWOOD’S JOB BOARD. Finally, LLAMAWOOD may access and use the data entered into the software in order to configure, provide, and maintain the LLAMAWOOD JOB BOARD service, and otherwise as necessary to comply with its obligations under these terms. LLAMAWOOD may collect and use data generated by (or on behalf of) the LLAMAWOOD JOB BOARD for its business purposes (including without limitation to report on the aggregate response rate and other aggregate measures of the LLAMAWOOD JOB BOARD performance), so long as such data is presented in aggregated and de-identified form.
- FEES AND PAYMENTS
4.1 Fees and Payment. Subject to the terms herein, LLAMAWOOD will pay Seller its commission hereunder for the performance hereunder, including the manufacture and delivery firewood, the fees set forth in the applicable Job Order within thirty (30) days after the firewood(s) have been Accepted. The seller will be responsible for all costs and expenses associated with Manufacturing and Kiln-drying Firewood.
4.2 Taxes. All applicable taxes, including, but not limited to, sales/use taxes and other charges, such as duties, customs, tariffs, imposts and government-imposed surcharges, shall be the responsibility of Seller, and Seller shall remit all such taxes and/or charges to the appropriate tax authority.
4.3 No Expectation of Job Orders.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RECEIVED ANY ASSURANCE THAT YOU WILL OBTAIN ANY PARTICULAR NUMBER OF JOB ORDERS OR AMOUNTS AS A RESULT OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PLATFORM. LLAMAWOOD WILL INCUR NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES OR EXPENSES OF ANY KIND SUFFERED OR INCURRED BY YOU ARISING FROM OR INCIDENT TO YOUR PARTICIPATION ON THE PLATFORM, OR ANY TERMINATION OF THIS AGREEMENT BY LLAMAWOOD, WHETHER LLAMAWOOD IS AWARE OF SUCH DAMAGES, LOSSES OR EXPENSES.
- INTELLECTUAL PROPERTY
5.1 LLAMAWOOD Ownership. As between LLAMAWOOD and You, LLAMAWOOD'S pricing algorithms, processes and mechanisms, the platform, and all content therein (collectively, the “LLAMAWOOD Properties”) and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of LLAMAWOOD and its licensors. All rights in and to LLAMAWOOD Platforms not expressly granted to You in this Agreement are reserved by LLAMAWOOD and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to You regarding LLAMAWOOD Properties or any part thereof, including any right to obtain possession of any source LLAMAWOOD.com code, data or other technical material related to the platform.
- WARRANTIES AND DISCLAIMERS
6.1 By Seller. Seller represents and warrants that (a) Seller has the authority to enter into this Agreement personally (if Seller is a natural person), or on behalf of the entity entering into this Agreement, and to bind that entity; (b) the Firewood will strictly comply with Kiln dried Specifications and be free from pests or parasites; (c) Seller will comply with laws, rules, regulations and industry standards applicable to its manufacture and delivery of Firewood(s) to which Seller is bound
6.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, platform IS PROVIDED “AS IS,” AND LLAMAWOOD MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE platform (IN WHOLE OR IN PART) OR ANY OTHER LLAMAWOOD.com PARTS OR SERVICES PROVIDED TO YOU BY LLAMAWOOD. LLAMAWOOD DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE platform SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You will indemnify, defend, and hold harmless LLAMAWOOD, its parents, subsidiaries, affiliates, officers, employees, agents, Sellers and licensors (collectively, the “LLAMAWOOD Parties”) against any and all costs, expenses (including reasonable attorneys’ fees), losses, damages, claims, liabilities, demands, penalties, forfeitures, suits and judgments, which the LLAMAWOOD Parties may hereafter incur, become responsible for or pay, as a result of (a) Your breach or other violation of this Agreement, including without limitation, of the Manufacturing Standards; (b) Your negligent or willful acts, errors or omissions; or (c) any death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any cleanup costs in connection therewith. LLAMAWOOD reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with LLAMAWOOD in asserting any available defenses. You agree that the provisions in this section will survive any termination of Your Account, this Agreement or Your accessto the LLAMAWOOD Properties.
- LIMITATION OF LIABILITY
8.1 Disclaimer of Certain Damages.
THE PARTIES UNDERSTAND AND AGREE THAT IN NO EVENT SHALL LLAMAWOOD BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LLAMAWOOD PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT LLAMAWOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
8.2 Cap on Liability. EXCLUDING YOUR INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES WILL THE LLAMAWOOD PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY THE LLAMAWOOD AS A RESULT OF YOUR USE OF THE LLAMAWOOD PROPERTIES IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER.
8.3 Basis of the Bargain.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTSOF THE BASISOF THE BARGAIN BETWEEN LLAMAWOOD AND YOU.
- TERMS AND TERMINATION
9.1 Term. This Agreement commence on the date when You accept it (as described in the preamble above) and remain in full force and effect while You use the LLAMAWOOD Properties, unless terminated earlier in accordance with this Agreement.
9.2 Termination of Agreement by You. If You want to terminate the Agreement, You may do so by (a) notifying LLAMAWOOD at any time and (b) closing Your Account. Your notice should be sent, in writing, to LLAMAWOOD'S addresssetforth below.
9.3 Termination of Agreement by LLAMAWOOD. LLAMAWOOD has the right to, immediately and without notice, suspend or terminate this Agreement or Your use or participation in the platform, Program and any services provided thereunder at any time (with or without cause), including if You have materially breached any provision of this Agreement, or if LLAMAWOOD is required to do so by law (e.g., where the provision of the platform, or the Program is, or becomes, unlawful). You agree that all terminations for cause shall be made in LLAMAWOOD'S sole discretion and that LLAMAWOOD shall not be liable to You or any third party for any termination of Your Account. In the event LLAMAWOOD determines, in its sole discretion, that You have breached any portion of this Agreement, LLAMAWOOD.com LLAMAWOOD reserves the right to: (i) warn you via email (to any email address you have provided to LLAMAWOOD) that you have violated this Agreement; (ii) delete Your Content provided by You or Your agent(s) to the platform; (iii) notify and/or send Your Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or(iv) pursue any other action which LLAMAWOOD deems to be appropriate.
9.4 Effect of Termination. Termination of this Agreement includes deletion of Your password and all related information, files and content associated with or inside Your Account (or any part thereof). Upon termination of this Agreement, Your right to use the platform and participate in the Program will automatically terminate immediately. All provisions of this Agreement which by their nature should survive, shall survive termination of this Agreement, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- INSURANCE. Without limiting or qualifying Your liabilities, obligations or indemnities otherwise assumed by You pursuant to this Agreement, You shall maintain appropriate insurance policies, at Your sole cost and expense, in amounts adequate to cover Your obligations and responsibilities under this Agreement. LLAMAWOOD will receive 30 days written notice prior to the termination, reduction or modification of coverage with respect to any such insurance policy. Upon LLAMAWOOD'S request, You will promptly furnish to LLAMAWOOD written evidence of Your insurance coverage.
- GENERAL PROVISIONS
11.1 Electronic Communications. The communications between You and LLAMAWOOD use electronic means, whether You visit the LLAMAWOOD platform or send LLAMAWOOD e-mails, or whether LLAMAWOOD posts notices on the LLAMAWOOD platform or communicates with You via e- mail. For contractual purposes, You (1) consent to receive communications from LLAMAWOOD in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that LLAMAWOOD provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Yourstatutory rights.
11.2 Assignment. This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without LLAMAWOOD'S prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation ofthe foregoing will be null and void.
11.3 Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
11.4 Questions, Complaints, Claims. If You have any questions, complaints or claims with respect to the LLAMAWOOD Platform, please contact us at: team@LLAMAWOOD.com. We will do our best to address Your concerns. If You feel that Your concerns have been addressed incompletely, we invite You to let us know for further investigation.
11.5 Limitations Period. YOU AND LLAMAWOOD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LLAMAWOOD PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
11.6 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section (“Arbitration Agreement”) carefully. It is part of Your contract with LLAMAWOOD and affects Your rights. It contains procedures for MANDATORY BINDING ARBITRATIONAND A CLASS ACTION WAIVER. (a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service LLAMAWOOD.com provided by LLAMAWOOD that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to You and LLAMAWOOD, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under this Agreement. (b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to LLAMAWOOD should be sent to team@LLAMAWOOD.com. After the Notice is received, You and LLAMAWOOD will attempt to resolve the claim or dispute informally. If You and LLAMAWOOD do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. (c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The AAA Commercial Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by one to three neutral arbitrators, at the discretion of LLAMAWOOD. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount ofthe award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Richmond, Virginia, unless the parties agree otherwise. 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’s fees) and disbursements arising out of the arbitration and shall pay an equalshare ofthe fees and costs ofthe ADR Provider. (d) Additional Rules for Non-appearance Based Arbitration: If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or
witnesses unless otherwise mutually agreed by the parties. (e) Time Limits. If You or LLAMAWOOD pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed underthe AAA Rulesforthe pertinent claim. (f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of You and LLAMAWOOD, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basisthat a judge in a court of law would have. The award of the arbitratorisfinal and binding upon You and LLAMAWOOD. (g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes LLAMAWOOD.com shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between You and LLAMAWOOD in any state orfederal courtin a suitto vacate or enforce an arbitration award or otherwise, YOU AND LLAMAWOOD WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing thatthe dispute be resolved by a judge. (h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, then notwithstanding anything to the contrary in this Arbitration Agreement or Agreement, neither You or LLAMAWOOD is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court assetforth in Section 11.6(n). (i) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect. (j) Right to Waive. Any or all of the rights and limitations set forth in this Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this Agreement. (k) Survival of Agreement. This Arbitration Agreement will survive the termination of Your relationship with LLAMAWOOD. (l) Small Claims Court. Notwithstanding the foregoing, either You or LLAMAWOOD may bring an individual action in small claims court. (m) Emergency Equitable Relief. Notwithstanding the foregoing, either
partymay seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement. (n) Courts. In any circumstances where the foregoing Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Richmond, Virginia forsuch purpose.
11.7 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Virginia, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contractsforthe International Sale of Goods does not apply to this Agreement. 11.6 Independent Contractor. Your relationship to LLAMAWOOD under this Agreement is that of an independent seller. Nothing in this Agreement is intended or should be construed to create a Sellership, joint venture, or employer-employee relationship between LLAMAWOOD and You. You agree to take no position with respect to or on any tax return or application for benefits or in any proceeding directly or indirectly involving LLAMAWOOD that is inconsistent with You being an independent contractor (and not an employee) of LLAMAWOOD. You are not an agent of LLAMAWOOD and are not authorized and must not represent to any third party that You are authorized, make any commitment or otherwise act on behalf of LLAMAWOOD.
11.8 Notice. Where LLAMAWOOD requires that You provide an e-mail address, You are responsible for providing LLAMAWOOD with Your most current e-mail address. In the event that the last e-mail address You provided to LLAMAWOOD.com LLAMAWOOD is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this Agreement, LLAMAWOOD'S dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to LLAMAWOOD at the following address: team@LLAMAWOOD.com. Such notice shall be deemed given when received by LLAMAWOOD by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
11.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.10 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.11 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to the such subject matter.