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Terms of Service

Effective Date: September 28, 2020

This page explains our terms of service, which contain important information about your legal rights. When you use Santa’s Club, you’re agreeing to these terms. To help make them easier to understand, we’ve also included annotations in these gray boxes. The annotations aren’t part of the official terms and have no legal effect, but are intended to help you follow the text.

Hello and welcome to Santa’s Club’s Terms of Service!

These Terms of Service (“Terms”) cover your use of and access to the sites, products, applications, tools, services, communication and features (collectively, the “Services”) provided by Santa’s Club (as defined below), including without limitation, on the website, email, chat, telephone correspondence and associated domains of www.santasclub.com and on Santa’s Club’s web, mobile and other applications.

Please read this Agreement (as defined below) carefully! It includes important information about your legal rights, and covers areas such as warranty disclaimers, limitations of liability, the resolution of disputes by arbitration and a class action waiver. Please note if you are an EU Consumer (as defined below), some of these provisions may not apply to you and you may be entitled to specific rights under the mandatory laws of the country in which you live.

By using or accessing the Services, you’re agreeing to these Terms, our Privacy Policy, Copyright Policy, Cookie Policy and our Acceptable Use Policy  (collectively, this “Agreement”). If you’re using the Services for or on behalf of an organization, you’re agreeing to this Agreement on behalf of that organization, and you represent and warrant that you can do so. References to “you”, “your” and similar terms are construed accordingly in this Agreement. If you don’t agree to all the terms in this Agreement, you may not use or access the Services.

If you are a resident of or have your principal place of business in the United States of America or any of its territories or possessions (the “US”), you are agreeing to this Agreement with Santa’s Club LLC and are a “US User”. References to “Santa’s Club”, “us”, “we” and “our” mean Santa’s Club LLC.

Santa’s Club LLC may change or otherwise modify this Agreement in the future in accordance with the terms and conditions herein, and you understand and agree that your continued access or use of the Services after such change signifies your acceptance of the updated or modified Agreement.

We’ve tried to make this Agreement fair and straightforward, but feel free to contact us at legal@santasclub.com if you have any questions or suggestions.

  1. User Profile

Make sure your information is accurate and that you keep all your communication from Santa’s Club safe. You’re responsible for your User Profile and any activity on them. Also, you need to be at least 16 years old to use Santa’s Club.

1.1. Signing Up. To use many of the Services, you must first purchase a Service or Product which creates a User Profile. You agree to provide us with accurate, complete and at all times up to date information for your User Profile. We may need to use this information to contact you.

1.2. Staying Safe. Please safeguard your communication from Santa’s Club and make sure others don’t have access to your User Profile or passwords and other authentication credentials (collectively, “passwords”). You’re solely responsible for any activity on your User Profile and for maintaining the confidentiality and security of your passwords. We’re not liable for any acts or omissions by you or anyone else in connection with your User Profile. You must immediately notify us if you know or have any reason to suspect that your authentication credentials or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your User Profile.

1.3. Sixteen And Older. The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you’re at least 16. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf. 

  1. Your Content

When you upload content to Santa’s Club, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve and protect our services. For example, when you upload or create a video, you give us the right to save it. We also may promote or feature your site or story, but we will first ask for your permission.

2.1. Your User Content Stays Yours. Users of the Services (whether you or others) may provide us with content, including without limitation text, photos, images, audio, video, fonts, logos, stickers, code and any other materials (“User Content”). Your User Content stays yours, except for the limited rights that enable us to provide, improve, and protect the Services as described in this Agreement.

2.2. You grant Santa’s Club a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to host, use, reproduce, modify, run, adapt, translate, distribute, and publish.

  1. Your Responsibilities

You’re responsible for the content you contribute to Santa’s Club, and you vouch to us that it’s all okay to use. Please follow our rules and don’t do anything illegal with the services.

3.1. Only Use Content You’re Allowed To Use. You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others’ intellectual property, trade secret or other rights. Please don’t copy, upload, download or share content unless you have the right to do so.

3.2. Follow The Law. You represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and sanctions.

3.3. Share Responsibly. The Services let you share User Content including without limitation on social media and the open web, so please think carefully about your User Content. We’re not responsible for what you share via the Services.

3.4. Comply With Our Acceptable Use Policy.  You must comply with our Terms of Service. You represent and warrant that your User Content and your use of the Services complies with our Terms of Service.

3.5. HIPAA Enabled User Profiles. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, such as HIPAA, you will be solely responsible for such compliance, except to the extent Santa’s Club has agreed with you in writing otherwise. You are not permitted to use the Services in any way that would subject Santa’s Club to such industry-specific regulations without obtaining Santa’s Club’s prior written agreement. For example, you may not use any Services to collect, use, disclose, protect or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under US federal regulations) unless your User Profile for such Services is designated as HIPAA-enabled and you enter into a separate business associate agreement with Santa’s Club.

3.6. California Consumer Privacy Act. With respect to the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 – 1798.199), as may be modified from time to time (collectively, “CCPA”), solely if applicable to you which meets the definition of “Personal Information” under the CCPA and for which you are responsible under the CCPA, the parties agree that Santa’s Club acts as a “Service Provider”. Santa’s Club and you shall comply with our and your respective obligations under the CCPA. For example, Santa’s Club shall not sell your Personal Information or otherwise disclose your Personal Information for a commercial purpose. Notwithstanding the foregoing, you agree that in accordance with the CCPA, Santa’s Club may: (a) use Personal Information internally to build and improve the quality of the Services; or (b) combine Personal Information of you or other Businesses for which Santa’s Club is a Service Provider for the purposes of detecting data security incidents or protecting against fraudulent or illegal activity. This combined Personal Information includes IP addresses, preferences, web pages visited prior to coming to another Business’ website, information about browser, network or device (such as browser type and version, operating system, internet service provider, preference settings, unique device IDs and language and other regional settings), and information about how Users interact with another Business’ website (such as timestamps, clicks, scrolling, browsing times and load times). 

  1. Third Party Services And Sites, User Content, Santa’s Club Specialists and Santa’s Club Extensions

If you use or connect another service on or to Santa’s Club, follow a link to another site or work with someone you find on or through Santa’s Club, what happens is between you and them. We’re not responsible for it or what either of you do. There’s also a lot of content on Santa’s Club uploaded by our users (like you). We’re not responsible for that either.

4.1. Third Party Services. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make their content, products or services available to you. Examples of Third Party Services include certain scheduling applications, social media platforms, eCommerce Payment Processors (as defined below), and other integrations or extensions, stock images and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don’t control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. When using Third Party Services, your security is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses, or business disruption, costs or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).  

4.2. Third Party Sites. The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites and what those third parties do.

4.3. User Content. The Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is harmful to your or others’ computers or networks; (e) that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we don’t represent or imply that we endorse your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You’re responsible for taking precautions to protect yourself, your User Profile, and your computer or network, from User Content accessed via the Services.

  1. Our Intellectual Property

Santa’s Club is protected by various intellectual property laws. This section summarizes what we own and how we share.

5.1. Santa’s Club Owns Santa’s Club. The Services are, as between you and Santa’s Club, owned by Santa’s Club, and are protected by copyright, trade secret, trademark and other US and foreign laws. This Agreement doesn’t grant you any right, title or interest in the Services, others’ User Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, modify, translate or otherwise create derivative works of the Services or others’ User Content.

5.2. We Can Use Your Feedback For Free. We welcome your feedback, ideas or suggestions (collectively, “Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.

5.3. Our Demo Content. We may provide products featuring demo content, including without limitation text, photos, images, graphics, audio and video (collectively, “Demo Content”), to provide you with ideas or inspiration. Unless we tell you otherwise, Demo Content (or any portion of it) may not remain be distributed, publicly displayed, publicly performed or otherwise published.

5.4. Our Betas Are Still In Beta. We may release products and features that we’re still testing and evaluating. Those Services will be marked as beta, preview or early access (or a similar phrasing), and may not be as reliable as our other Services. 

  1. Our Rights

To operate effectively and protect the security and integrity of Santa’s Club, we need to maintain control over our services.

6.1. Important Things We Can Do. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your User Profile; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).

6.2. Ownership Disputes. Sometimes ownership of a User Profile is disputed between parties. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful User Profile ownership and to transfer a User Profile or site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend a User  Profile until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.

  1. Privacy

Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. Be sure to read it carefully, but note it is not part of this Agreement and can change. It is really important that you comply with data protection laws when using the services.

7.1. Privacy Policy. By using the Services, you confirm that you have read and understood our Privacy Policy. However, it is not a contractual document and does not form part of this Agreement and we may change it from time to time. 

7.2. You Must Comply With Data Protection, Security And Privacy Laws. You agree and warrant that you are solely responsible when using the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements.

7.3. Protect And Improve The Services. You agree that we may protect and improve our Services through analysis of your use of the Services, and/or analysis of your personal information in anonymized, pseudonymized, de-personalized and/or aggregated form. If applicable law requires, you must explain this in your privacy policy. See our Privacy Policy for more information about how and what we do in this regard.

  1. Copyright

We comply with copyright law, and respond to complaints about copyright infringement in accordance with our Copyright Policy.

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported via the process described in our Copyright Policy, which is incorporated by reference into this Agreement. We reserve the right to delete or disable content alleged to be infringing, and to terminate User Profiles of repeat infringers without any refunds. 

  1. Paid Services And Fees  

Certain Services are paid services. This section explains how we handle payments for those paid services.

9.1. Fees. You can access certain portions of the Services by submitting a fee payment (such services, “Paid Services”). Paid Services will remain in effect until cancelled or terminated in accordance with this Agreement. We’ll tell you about fees for Paid Services before charging you. You may cancel Paid Services at any time via the Services. If you don’t pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you. Our fees will appear on an invoice that we provide via the Services. Please note that different Paid Services have different fees and payment schedules, and canceling one Paid Service may not cancel all your Paid Services.

9.2. Taxes. All fees are inclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You’re responsible for all applicable Taxes, and we’ll charge Taxes in addition to the fees for the Services when required to do so. If you’re exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we’re satisfied it’s valid and applicable, only apply from and after the date we receive such documentation. If Santa’s Club has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Santa’s Club does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).

9.3. Refunds. While you may cancel or reschedule any Paid Services 48 hours prior to your scheduled visit, you won’t be issued a refund except in our sole discretion, or if legally required.

9.4. Fee Changes. We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don’t agree with the fee changes, you have the right to reject the change by canceling the applicable Paid Service before your next payment date.

9.5. Chargebacks. If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your User Profile. If you have questions about a payment made to us, we encourage you to contact support@santasclub.com before filing a Chargeback. We reserve our right to dispute any Chargeback.

9.6. Our Payment Processor. We use third party payment processors (each, a “Payment Processor”) to bill you through a payment account linked to your User Profile. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Except for payments made through mobile app stores, our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s terms of service and privacy policy. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your User Profile. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

9.7. Fees For Third Party Services. Third Party Services purchased via the Services may be subject to different refund or other policies that those Third Party Services determine, and such Third Party Services may be non-refundable. The purchase terms and conditions for such Third Party Services may be displayed during the purchase process, such as through a link to the purchase terms and conditions. It’s your responsibility to verify your ability to purchase, cancel or obtain a refund for a Third Party Service. Unless otherwise stated in this Agreement, we don’t offer refunds for purchases of Third Party Services.

  1. Term And Termination

Either of us can end this agreement at any time.

This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time via the Services. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you’re violating these Terms or our Acceptable Use Policy. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of this Agreement:  Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.

  1. Warranty Disclaimers

We work hard to make Santa’s Club great, but the services are provided as is, without warranties.

11.1. Disclaimers. To the fullest extent permitted by applicable law, Santa’s Club makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. Santa’s Club also disclaims any warranties of fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Santa’s Club, shall create any warranty. Santa’s Club makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.  

11.2. Exceptions. Under certain circumstances, some jurisdictions don’t permit the disclaimers in Section 11.1, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights and nothing in this Agreement affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.

  1. Limitation Of Liability

If something bad happens as a result of your using Santa’s Club, our liability is capped.

Unless you are an EU Consumer, you acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Santa’s Club and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your User Profile, parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. If you are an EU Consumer, we shall, despite any other provision in this Agreement, provide the Services with reasonable care but will not be liable for any losses which were not a reasonably foreseeable consequence of our breach of this Agreement (except in relation to death or personal injury resulting from our negligence or fraud). These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Santa’s Club has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose. To the fullest extent permitted by applicable law (whether or not you are an EU Consumer), in no event shall the aggregate liability of Santa’s Club for all claims arising out of or related to the Services and this Agreement exceed the greater of twenty dollars ($20) or the amounts paid by you to Santa’s Club in the twelve (12) months immediately preceding the event that gave rise to such claim. If you are an EU Consumer, Santa’s Club is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents. An “EU Consumer” means a natural person acting for purposes outside their trade, business, craft or profession (as opposed to a User for business or commercial purposes) habitually residing in the European Economic Area.

The Santas and other third-party suppliers providing goods or services on or through the Services are independent contractors and not agents or employees of Santa’s Club. Santa’s Club is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any such supplies or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom. Santa’s Club shall have no liability and will make no refund in the event of force majeure or other causes beyond its direct control, and it has no responsibility for any additional expense, omissions, delays, re-routing or acts of any government or authority.

  1. Indemnification

If you do something that gets us sued, you’ll cover us.

To the fullest extent permitted by law, you agree to indemnify and hold harmless Santa’s Club and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of or related to: (a) your breach of this Agreement; (b) your User Content; (c) your violation of any law or regulation or the rights or good name of any third party. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.

  1. Dispute Resolution

This section may not apply to you. If it does, before filing a claim against Santa’s Club, you agree to try to work it out informally with us first. Also, all formal disputes must be resolved through arbitration following the rules described below, unless you opt out of arbitration following the procedure described below. Finally, claims can only be brought individually, and not as part of a class action.

14.1. Applicability. This Section 14 shall only apply to: (a) US Users; (b) Non-US Users who are not EU Consumers; or (c) EU Consumers who bring any claim against Santa’s Club in the US (to the extent not in conflict with Section 15.2).

14.2. Informal Resolution. Before filing a claim against Santa’s Club, you agree to try to resolve the dispute by first emailing legal@santasclub.com with a description of your claim. We’ll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within sixty (60) days of our receipt of your first email, you or Santa’s Club may then bring a formal proceeding.

14.3. Arbitration Agreement. Unless you opt-out during the Opt-Out Period in accordance with Section 14.4, you and Santa’s Club agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and Santa’s Club expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited.

14.4. Arbitration Opt-Out. You can decline this agreement to arbitrate by emailing us at legal@santasclub.com within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your User Profile, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 14.4, then Sections 14.3, 14.5, 14.6 and 14.7 of these Terms do not apply to you. This opt-out doesn’t affect any other sections of the Terms, including without limitation Sections 14.9 (Time for Filing), 14.10 (No Class Actions) and 15.2 (Controlling Law; Judicial Forum for Disputes). If you have any questions about this process, please contact legal@santasclub.com.

14.5. Arbitration Time For Filing. Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

14.6. Arbitration Procedures. JAMS, Inc. (“JAMS”) will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) in effect at the time of the dispute.

14.6.1. US Users. If you are a US User, you and Santa’s Club agree that this Agreement affects interstate commerce, so the US Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of these provisions (despite Section 15.2 below). Any arbitration hearings will take place at a location to be agreed upon in Dallas, Texas, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys’ fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

14.6.2. Non-US Users. If you are a Non-US User, you and Santa’s Club agree that any arbitration hearings will take place at a location to be agreed upon in Dallas, Texas, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys’ fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

14.6.3. EU Consumers. If you are an EU Consumer who brings a claim against Santa’s Club in the US, you and Santa’s Club agree that any arbitration hearings will take place at a location to be agreed upon in Dallas, Texas, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys’ fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

  1. 7. Arbitration Fees.The JAMS Rules will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

14.8. Exceptions To Arbitration Agreement. Notwithstanding anything in this Agreement, either you or Santa’s Club may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

14.8.1. US Users. If you are a US User, either you or Santa’s Club may assert claims, if they qualify, in small claims court in Dallas, Texas

14.8.2. Non-US Users. If you are a Non-US User, either you or Santa’s Club may assert claims, if they qualify, in small claims court in Dallas, Texas.

14.8.3. EU Consumers. If you are an EU Consumer who brings a claim against Santa’s Club in the US, such claims must be asserted, if they qualify, in small claims court in Dallas, Texas.

14.9. Time For Filing. Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

14.10. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren’t allowed.

  1. Additional Terms

This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of Santa’s Club. Depending on where you reside or have your place of business, this Agreement is governed by US. If we ever change it in a way that meaningfully reduces your rights, we’ll give you notice and an opportunity to cancel. Also, if you’re reading this in a language other than English, note that the English language version controls.

15.1.  Entire Agreement. This Agreement constitutes the entire agreement between you and Santa’s Club regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement (except otherwise agreed upon in additional terms between you and a Santa’s Club group company that sets forth such Santa’s Club group company’s third party beneficiary rights to enforce this Agreement).

15.2. Controlling Law; Judicial Forum For Disputes.

15.2.1. US Users. If you are a US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of Texas, without regard to its conflict of law provisions, except that the Federal Arbitration Act (“FAA”) shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of Texas with respect to Section 14. If Section 14 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 14.4, you and Santa’s Club agree that any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of Dallas, Texas and you and Santa’s Club consent to venue and personal jurisdiction in such courts.

15.2.2. Non-US Users. If you are a Non-US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of Texas, without regard to its conflict of law provisions. If you are an EU Consumer, this Section does not limit or affect any rights you may have under any mandatory laws of the country where you habitually live. If Section 14 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 14.4, you and Santa’s Club agree that, except where Section 15.2.3 applies, any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the courts of Texas and you and Santa’s Club consent to venue and personal jurisdiction in such courts.

15.2.3. EU Consumers. If you are an EU Consumer, as long as Section 14 does not apply to you or your claim, you and Santa’s Club agree that any judicial proceeding arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) may only be brought in a court located in Texas or a court with jurisdiction in your place of habitual residence. If you are an EU Consumer and Santa’s Club wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you habitually reside.

15.3. EU Online Dispute Resolution. If you are an EU Consumer, you can access the European Commission’s online dispute resolution platform here. Please note that Santa’s Club is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with you.  

15.4. Waiver, Severability And Assignment. Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under this Agreement.

15.5. Modifications. We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.

15.6. Events Beyond Our Control. We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.15.7. Translation. This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.