LLAMA - TERMS OF SERVICE
TERMS OF SERVICE
Last Updated on April 5, 2018
THESE TERMS OF SERVICE (THE "AGREEMENT") ARE A LEGALLY BINDING AGREEMENT BETWEEN
YOU (“YOU,” “YOUR,” OR “AFFILIATE”) AND LLAMA.APP LLC (“WE”, “US” OR
“COMPANY”), THE OWNER AND OPERATOR OF THE LLAMA.APP WEBSITE (THE “SITE”). THIS AGREEMENT
STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND ACCOUNT
REGISTRATION. BY ACCESSING AND USING THE SITE, YOU ARE INDICATING THAT YOU ACCEPT, AND
AGREE TO COMPLY WITH, THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT
PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SITE OR REGISTER AN ACCOUNT ON THE
Personal Information and Privacy.
You agree to provide accurate, current and complete information as required for
registering an account on the Site. We reserve the right to block further participation
on the Site by you if you provide false, inaccurate or incomplete data. Our Privacy
Policy explains how your personally identifiable information is collected, used and
disclosed. We respect your privacy and will use the information provided by you only in
Account Registration and Cancellation.
You may choose to create a login and password on the Site and thereby create an account
on the Site. You are responsible for maintaining the confidentiality of your passwords
and you are responsible for all activities that occur in using your passwords. You agree
not to share your passwords, let anyone else access your passwords or do anything else
that might jeopardize the security of your passwords. You agree to notify us if there is
any unauthorized use of your password on this Site or you know of any other breach of
security in relation to the Site.
You may cancel your account at any time by going into the settings on your account and
disabling your account. If you have a balance due under your account upon cancellation,
such amount will be paid to you within thirty (30) days from the date of cancellation to
the Paypal account that you used when you registered your account. If you have a
negative balance in your account, meaning you owe the Merchant sums due (e.g., in the
event of an advertiser clawback), your account shall remain active until such balance is
paid in full. In the event of account termination or cancellation, we shall retain the
details of your account for audit purposes for up to five (5) years.
Use of Site; Intellectual Property Rights; Prohibitions.
Subject to your compliance with this Agreement, we hereby grant you a limited, personal,
revocable, non-transferable, non-sublicensable, and non-exclusive license to access the
Site and use the content, information, text, images, logos, icons, graphics, interfaces,
site design, audio, and video clips and any other materials displayed on the Site
(collectively, the “Content”), solely for your personal, non-commercial use. You may not
copy, modify, reproduce, retransmit, publicly display or perform, distribute or
otherwise use the Content except as expressly set forth in this Agreement. You may not
remove any copyright or other proprietary notices from any Content. If you breach any
term of this Agreement, your authorization to use the Site and Content automatically
terminates without notice to you.
You hereby acknowledge and agree that we or our licensors own all legal right, title and
interest in and to the Content and the Site, including but not limited to any
copyrights, trademark rights, patent rights, moral rights, and other intellectual
property and proprietary rights therein, whether such rights are registered or
unregistered, and wherever in the world those rights may exist. Your use of the Site
does not grant you ownership of any kind in any Content you may access on or through
this Site. Unauthorized use is strictly prohibited.
You hereby represent and warrant that you will not, and will not induce any third party
to: (a) attempt to disable or circumvent any security mechanisms used by the Site or
Content or otherwise attempt to gain unauthorized access to any portion of the Site or
Content or any other systems or networks connected to the Site, or to any of our servers
or our third party service providers, by hacking, password “mining,” or any other
illegal means; (b) use any “deep-link,” “page scrape,” “robot,” “spider,” or other
automatic device, program, algorithm or methodology, or any comparable manual process,
to access, acquire, copy or monitor any portion of the Site or Content; (c) use any
device, software or routine to interrupt or interfere with, or attempt to interrupt or
interfere with, the proper operation and working of the Site or with any other person’s
use of the Site; (d) track or seek to trace any information on any other person who
visits the Site; use the Site or Content for, or in connection with, any illegal
purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or
as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or
(f) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise
attempt to extract the source code of any proprietary software used to provide or
maintain the Site or Content or that is otherwise applicable to the Site or the Content.
The Site may offer you the opportunity to post articles, comments, photographs, videos,
artwork and other content on the Site (collectively the “User Submissions”). By making a
User Submission, you grant to us an unrestricted, royalty-free, perpetual, irrevocable
and fully sub-licensable and transferable right to use, reproduce, modify, adapt,
publish, translate, create derivative works from, distribute, perform, exhibit and
display such User Submissions throughout the world in any and all media and formats,
whether now known or hereafter developed, for any purpose whatsoever, without
compensation or acknowledgement of its source. You further agree that we are free to use
any ideas, concepts, or know-how that you or individuals acting on your behalf provide
to us without any monetary or other obligation to you. To the maximum extent permitted
by law, you waive any and all “moral rights” you may have in User Submissions.
You agree not to post on or transmit to the Site or otherwise provide to us any User
Submission or other material that:
- is unlawful; libelous; harmful; threatening; abusive; harassing;
defamatory; vulgar; obscene;
- sexually explicit; profane; hateful; racially, ethnically or otherwise
objectionable in any manner;
- is an advertisement or promotion for any product or service that is not an
approved product of the Company;
- is false, misleading, or constitutes an unfair or deceptive trade practice;
- promotes the use of alcohol, tobacco, or any illegal substance;
- constitutes a breach of your contractual and/or fiduciary obligations or an
invasion of privacy;
- infringes on any third party patent, trademark, trade name, corporate name,
trade secret, copyright, publicity, or other proprietary or property rights;
- is false or misleading; or
- contains viruses, Trojan horses, worms or other code, scripts, routines,
files or programs designed to alter, interrupt, impede, limit or destroy the performance
and/or functioning of any software, hardware or other equipment.
You are solely responsible for your User Submissions and you agree to defend, indemnify
and hold harmless the Company and its members, employees and agents from and against any
losses, expenses, liabilities, claims, costs and damages (“Claims”) arising from your
User Submission, including but not limited to, any Claim arising out of breach of this
Agreement or for infringement of copyright, trademark, patent or other proprietary
rights. You understand and acknowledge that User Submissions may be published and that
we have no obligation to keep such User Submissions confidential. You further agree that
any User Submission you provide does not contain any confidential, proprietary or trade
secret information of any third party. We have no obligation to store, keep copies or
return any User Submission.
We reserve the right to take any action with respect to User Submissions that
we deem necessary or appropriate in our sole discretion if we believe any User
Submission violates this Agreement, is inappropriate on the Site, may create liability
for us, or may cause us to lose (in whole or in part) the services of its internet
service provider, advertisers, or other suppliers. Such action may include, but is not
limited to, removing, deleting, modifying or altering User Submissions, either with or
without notice to you.
Third Party Sites.
The Site may provide links to third party websites that are not owned or controlled by
us and you may link your registered account with us to certain third party websites,
including, without limitation, Facebook, Twitter, and Instagram (the “Third Party
Sites”). We do not review, approve, endorse or make any representations about such Third
Party Sites, the companies or persons who own and/or operate them, or any information,
software or other products and services made available through such Third Party Sites,
or any results that may be obtained from using them. If you decide to access any such
Third Party Sites linked to the Site, you are solely responsible for your activities
conducted in connection with such Third Party Sites. Your use of Third Party Sites is
that you review such Third Party Site privacy policies. You further allow us to access
any Third Party Site account that you link to your account on our Site and you grant to
us an unrestricted, royalty-free, perpetual, irrevocable and fully sub-licensable and
transferable right to review, analyze, use, reproduce, share, modify, adapt, publish,
translate, create derivative works from, distribute, perform, exhibit and display such
Third Party Site content throughout the world in any and all media and formats, whether
now known or hereafter developed, for any purpose whatsoever, without compensation or
acknowledgement of its source.
Merchant and Affiliate Relationship.
The Company acts as a broker or intermediary between stores listed on the
www.shopify.com website (the “Merchants”) and you as the Affiliate (the “Services”).
After you have signed up for an account with the Company, the Merchants shall have
access to review any Third Party Sites that you have registered on the Site and shall
determine, in their sole and absolute discretion, whether to approve of you as a
referral source for their products.
The Merchants shall be solely responsible for payment of any commission, referral fee or
similar compensation (the “Commission”) earned by an Affiliate for qualified sales,
leads, clicks or other measurable action by a visitor that is generated or referred by
such Affiliate to the Merchant’s website. The Company does not pay any Commissions and
is not liable for the payment of Commissions by Merchants or any nonpayment by
Merchants. Such Commission shall be determined solely between the Merchant and
Affiliate. Notwithstanding the foregoing, any payment of a Commission shall only be made
to Affiliate once at least Fifty Dollars ($50.00) in Commissions has been earned. Such
payment shall be made by Merchant to a Paypal account of Affiliate that has been
registered on the Site.
You hereby agree to defend, indemnify, and hold the Company, its officers, directors,
shareholders, members, managers, parent, subsidiaries, employees, agents,
representatives, successors and assigns (collectively, the “Indemnified Parties”)
harmless from and against, any and all losses, liabilities, damages, and/or claims
(including, without limitation, attorney’s fees and costs) arising from your breach of
this Agreement, or otherwise arising from your use or misuse of the Site, Content or
Disclaimer of Warranties.
THE SITE, CONTENT, AND SERVICES ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES,
REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. THE COMPANY, ON
BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THIRD PARTY SERVICE
PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES,
CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE " COMPANY PARTIES”):
(A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES
NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS,
OR THAT THE OPERATION OF THE SITE OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE OR
SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, OR SERVICES WILL BE
ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY
REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF THE SITE, CONTENT OR
SERVICES IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS OR OTHERWISE.
YOUR USE OF THE SITE, CONTENT OR SERVICES IS ENTIRELY AT YOUR OWN DISCRETION AND RISK
AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, CONTENT OR SERVICES.
Limitation of Liability
IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF VALUE OF THE PRODUCTS
OR LOSS OF THE USE OF THE PRODUCTS, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED
WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION,
NEGLIGENCE OR STRICT LIABILITY), EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
IF, NOTWITHSTANDING THE FOREGOING, A COMPANY PARTY IS FOUND TO BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF
THE SITE, CONTENT OR PRODUCTS, THE RELEVANT COMPANY PARTY’S TOTAL CUMULATIVE LIABILITY
SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID THE COMPANY FOR THE
PRODUCTS, AS APPLICABLE OR (B) THE SUM OF ONE HUNDRED US DOLLARS (US$100).
NOTHING IN THIS SECTION 7 SHALL EXCLUDE OR LIMIT ANY COMPANY PARTY’S LIABILITY FOR
LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE,
SUCH COMPANY PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY
Choice of Law; Dispute Resolution; Class Action Waiver.
Choice of Law
This Agreement is governed by the laws of the State of Florida without regards to its
conflict of laws principles.
In the event that our Affiliate service department is unable to resolve a complaint to
your satisfaction, we agree to resolve such disputes arising out of this Agreement
(except as to those related to the Company’s enforcement and protection of its
intellectual property rights) through binding arbitration or small claims court instead
of in courts of general jurisdiction.
All disputes, controversies or claims relating in any way, directly or indirectly, to
the Company will be administered by the Arbitration Association of America (“AAA”) in
Orange County, Florida, before one arbitrator and in accordance with the provisions of
its then current Arbitration Rules, except as may be modified herein or by mutual
agreement of the parties. The seat of the arbitration shall be Ocoee, Florida. In the
event a dispute is submitted to arbitration, the arbitrator may award costs and
reasonable attorney’s fees to the prevailing party.
The arbitration award shall be in writing and shall be final and binding on the parties.
The award may include an award of costs, including reasonable attorney’s fees and
disbursements. Judgment upon award may be entered by any court having jurisdiction
thereof or having jurisdiction over the parties or their assets.
Notwithstanding the foregoing, nothing shall prevent the Company from seeking immediate
injunctive relief from the AAA or a court of competent jurisdiction in the event of
breach of this Agreement. In the event that injunctive relief is sought through the AAA,
the Company shall bear all costs of filing and initiating the arbitration; however, in
the event the arbitrator finds in favor of the Company, you shall reimburse the Company
for these costs.
Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class
arbitrations and class actions are not permitted. Neither you nor the Company has the
right to act as a class representative or participate as a member of a class of
claimants with respect to any claim.
Whenever you visit our Site or send emails to us, you are communicating with us
electronically. For that reason, you also consent to receive communications from us
electronically. We will communicate with you by email (if you have provided your email
address to us), by posting notices on our Site or by such other means as may determine
from time-to-time. You agree that all agreements, notices, disclosures, and other
communications that provide to you electronically satisfy any legal requirement that
such communications be in writing to the extent permitted by applicable law.
We may add to, change or remove any part of the Site, including, without
limitation, any Content (as defined below) therein, at any time without prior notice to
you. We also reserve the right to modify this Agreement at any time. When make changes
to the Agreement, we will revise the “Last updated” date at the top of the Agreement and
we will notify you of the changes by prominently posting a notice of such changes on the
Site and/or be sending you an email. We encourage you to review this Agreement whenever
you visit the Site. By continuing to access and use the Site after any such changes have
been posted, you are indicating your acceptance of such changes, even if you have not
reviewed the changes.
We may issue a warning, temporarily suspend, or terminate your right to use or access
any or all part of the Site, without notice and for any reason.
No failure to exercise, partially exercise or delay in exercising any right
or remedy under this Agreement shall operate as a waiver or estoppel of any right,
remedy or condition.
If any provision of this Agreement is held invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not be
affected or impaired.
We will not be responsible for failures to fulfill any of its obligations due
to causes beyond its control.
You may not assign or otherwise transfer your rights, or delegate your
performance, under this Agreement to a third party without the Company’s prior written
consent. The Company may assign or transfer its rights or delegate any performance under
this Agreement to any third party in its sole discretion.