DOT MATRIX TERMS OF USE

Effective date: [July 1, 2017]
  1. Introduction
  2. Shoppo.com is a marketplace (“Platform”) that allows users to buy various products from numerous merchants at Shoppo.com or other websites or applications that Dot Matrix may make available from time to time (the “Site”). These Terms of Use, the Privacy Policy, the Mobile App Terms, the Copyright Dispute Policy, and all policies posted on our sites (together, the “Terms”) set out the terms on which Dot Matrix, Inc. (“Dot Matrix,” “we” and “us”) offers you access to and use of our Site, services, products, applications and tools (collectively "Services"). All policies, the Mobile App Terms, and the Privacy Policy are incorporated into these Terms of Use. These Terms are a binding contract between you and us. By using the Services in any way, you agree to all these Terms, and these Terms will remain in effect while you use the Services. The entity you are contracting with is Dot Matrix, Inc., a Delaware corporation, with an address of 3500 South DuPont Highway, Dover, DE 19901, U.S.A.

    Your contract for sale and purchase of products and services is directly between you and the seller. Dot Matrix is not the seller. While we provide the Platform for sale and may help facilitate the sale and/or resolution of disputes, Dot Matrix has no control over and does not provide any guarantee as to: (i) the existence, quality, safety or legality of items advertised; (ii) the truth or accuracy of sellers’ content or listings; (iii) the ability of sellers to complete transactions or sell any items listed; or (iv) any other guarantee as to the products or services offered for sale on the Site.

  3. Notice Regarding Legal Disputes and Arbitration Clause
  4. THESE TERMS CONTAIN PROVISIONS THAT AFFECT HOW DISPUTES BETWEEN YOU AND DOT MATRIX ARE RESOLVED (SEE DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND LEGAL DISPUTES PROVISIONS). BY ACCEPTING THESE TERMS YOU AGREE TO THESE PROVISIONS. PLEASE REVIEW THESE TERMS CAREFULLY. THESE TERMS ALSO CONTAIN AN AGREEMENT TO ARBITRATE, WHICH WILL, SUBJECT TO LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT ANY AND ALL CLAIMS YOU HAVE AGAINST US OR OUR AGENTS TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT (SEE “AGREEMENT TO ARBITRATE" SECTION). UNLESS YOU OPT OUT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US OR OUR AGENTS ON AN INDIVIDUAL BASIS, NOT AS A PART OF ANY CLASS ACTION AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

  5. Purchase Conditions
  6. When buying an item, you agree that:


  7. Product Descriptions
  8. Dot Matrix does not warrant that product descriptions or other content of any listing is accurate, complete, reliable, current, or error-free. If a product offered by a seller on Dot Matrix is not as described, your sole remedy is to return it in unused condition.

  9. Pricing and Payment
  10. It is currently free to access and browse Shoppo.com or any other Services. If you choose to purchase products through the Services, and you will be responsible for paying the purchase price of such products and any taxes and shipping costs. Dot Matrix may limit or cancel quantities of products purchased, and we reserve the right to refuse any order. In the event Dot Matrix needs to make a change to an order, we will attempt to notify you by contacting the email address, billing address, and/or phone number you provided at the time you made the order. Prices are subject to change at any time. Due to separate and applicable tax jurisdictions, your purchases may be subject to specific sales, custom or value-added taxes, and the shipping time and associated cost may increase accordingly.

    Dot Matrix reserves the right to change its prices and/or institute new charges at any time, upon notice to you, which may be sent by email or posted on the Site. Your use of the Services following such notification constitutes your acceptance of the new or increased charges.

    With respect to items sold by Dot Matrix, we do our best to ensure the accuracy of all prices. However, a small number of items on our Site may be mispriced. If the correct price of an item sold by Dot Matrix is higher than our stated price, we may, in our sole discretion, notify you of the correct price (at which point you will have the option to cancel your order) or cancel your order and notify you of such cancellation.

    Payments may be processed through our third party vendors, including Stripe. By submitting payments through these third party vendors, you agree to their terms and conditions. Stripe’s terms and conditions can be found here.

  11. Shipping Policy
  12. You agree to provide us with accurate shipping information when placing an order. If you need to correct or update your shipping information after submitting an order, please contact us as soon as possible. While we will do our best to correct or update the shipping information, we cannot guarantee that it can be changed following submission of an order. Please carefully check your shipping information prior to submitting your order. All shipping fees are nonrefundable, and you will be responsible for any additional costs incurred in changing or updating your shipping information, as applicable. You are responsible for inspecting the package prior to signing for it and may reject the package it it appears damaged.

    Receiver is responsible for checking the package prior to signing it. Receiver has the right to reject the package if it appears damaged. After signing it, receiver is responsible for any issues that might occur.

  13. Return Policy
  14. Our return policy may vary based on the item purchased, the seller, and the state in which you’re making the purchase. Our return policy can be found in the item description and will be confirmed upon checkout.

  15. Third Party Sellers
  16. Third party merchants (sellers other than Dot Matrix) sell products through the Site. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals. Dot Matrix does not assume any responsibility or liability for the actions, product, and content of these or any other third parties. You should carefully review their product descriptions, reviews, and any other policies of the merchant.

    While we try to offer reliable data and information, we cannot guarantee that the product descriptions, information, or other content provided through the Site will always be available, accurate, complete, and up-to-date. You agree that Dot Matrix is not responsible for examining or warranting the listings or content provided by third parties through the Site, and you agree that you will not attempt to hold us liable for any inaccuracies.

    Any information or content publicly posted or privately transmitted through the Site or Services is the sole responsibility of the person from whom such content originated. By accessing such information and content through the Site, you agree to do so at your own risk. Dot Matrix is not liable for any errors or omissions in information or content provided by any of our merchants on the Site or for any damages or loss you might suffer in connection with such information and content. We cannot control and have no duty to take any action regarding how you may interpret and use the information and content or what actions you may take as a result of having been exposed to the information and content, and you hereby release us from all liability arising from you having acquired or not acquired information and content through the Site. We cannot guarantee the identity of any users with whom you interact on the Site, and we are not responsible for any act or inaction of any users of the Site.

    Your interactions with merchants or user on the Site, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchants and/or users. You should make any investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Dot Matrix shall not be responsible or liable for any loss or damage of any kind incurred as a result of any such dealings. In particular, and without limiting the foregoing, you agree that Dot Matrix does not facilitate (and bears no responsibility or liability for) any transaction (or payment or refund therefore) arranged through third party merchants on the Site.

  17. Use of the Services
  18. You may be required to sign up for an account, and select a password and username (“User ID”) to use the Site and/or Services. You agree to provide us with accurate, complete, and updated information in registering for your account and that you will not select as your User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that individual. You may not transfer your account to anyone else without our prior written consent.

    You agree that you will only use the Site and Services for your own internal and personal use, and you will not use the Site or Services on behalf of or for the benefit of any third party. You agree to only use the Site and Services in a manner that complies with all laws that are applicable to you. If your use of the Site or Services is prohibited by any applicable laws, you agree that you will not use the Site or Services and that you are not authorized to do so. Dot Matrix is not responsible for your use of the Site or Services in a way that breaks any regulation or law.

    You agree to protect the security of your account and your password and that you will not share your account or password with anyone. You agree that you are fully responsible for any activity associated with your account.

    While you may have multiple accounts on Dot Matrix, you may not have multiple accounts for the same individual user or use one account for multiple users.

    By using the Site and Services, you hereby represent, warrant, and agree that you will not:

    If you violate any of the foregoing, we may immediately terminate your right to use or access the Site and Services.

    Subject to your compliance with these Terms, including any applicable payment terms, Dot Matrix or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Dot Matrix Services. All rights not expressly granted to you in these Terms are reserved and retained by Dot Matrix and/or its licensors, suppliers, publishers, rightsholders, or other content providers.

    You hereby agree not to use any meta tags or any other "hidden text" utilizing or incorporating Dot Matrix's name or trademarks without our express written consent.

  19. Content
  20. When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all intellectual property rights you have in that content in connection with our provision, expansion, and promotion of the Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce against Dot Matrix, our assignees, our sublicensees, and their assignees your intellectual property rights in that content in connection with our, those assignees', and those sublicensees' use of that content.

    You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to provide such content and to meet all of your obligations under this Agreement. You represent and warrant that such content is accurate and that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any intellectual property rights of any third party.  Dot Matrix takes no responsibility and assumes no liability for any content provided by you or any third party.

  21. User Submissions
  22. Anything you post, upload, share, store, or otherwise provide through the Site or Services is your “User Submission.” Some User Submissions are viewable by other users. In order to display your User Submissions on the Site, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

    For all User Submissions, you hereby grant Dot Matrix a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

    If you store a User Submission in your own personal Shoppo account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Dot Matrix the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

    If you share a User Submission in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Dot Matrix the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

    If you share a User Submission in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Dot Matrix the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

    If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Dot Matrix the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Dot Matrix users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Dot Matrix’s business, provided that Dot Matrix will try to notify you if it uses your Public User Submission for any reason other than displaying it on the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

    You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide.

    Finally, you understand and agree that Dot Matrix, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

  23. Communication
  24. By using the Site and/or Services, you will automatically be deemed to have opted in to receive email communication from us. You may also choose to publish your social interactions to other social networks.

    When you use the Services, or send emails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as emails, texts, mobile push notices, or notices and messages on the Site or through the other Dot Matrix Services, such as our Message Center or app, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

    Dot Matrix’s automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of these Terms, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. Dot Matrix may store message contents, including to conduct this scanning and analysis.

  25. Privacy
  26. Privacy Policy: Dot Matrix takes the privacy of its users very seriously. For the current Dot Matrix Privacy Policy, please click here.

    Privacy of Others: If Dot Matrix provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

  27. Use of the Dot Matrix App
  28. [These Terms apply to your use of all the Services, including the applications available via the Apple, Inc. (“Apple”) App Store (including, without limitation, for iPhone, iPad, iPod Touch, and Apple Watch) (each an “Application” and, collectively, the “Applications”), but the following additional terms also apply to each Application:

    When you use apps created by Dot Matrix, you may grant certain permissions to us for your device. Most mobile devices provide you with information about these permissions under the “Settings” menu.]

  29. Changes to Terms and Services
  30. Changes to Terms: We may amend these Terms at any time by posting the amended terms on Shoppo.com. Our right to amend the Terms includes the right to modify, add to, or remove terms in the Terms. We will provide you 30 days' notice by posting the amended terms. Additionally, we may notify you through the message center and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the Terms through an electronic click-through. These Terms may not otherwise be amended except through mutual agreement by you and a Dot Matrix representative who intends to amend these Terms and is duly authorized to agree to such an amendment.

    If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

    Changes to Services: We may suspend or discontinue any part of the Services or introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any content from the Site or Services at any time, for any reason (including, but not limited to, if someone alleges that you contributed that content in violation of these Terms), in our sole discretion, and without notice.

  31. Disputes between Users and/or Third Parties
  32. If there is a dispute between participants on this site (including between buyers and merchants), or between users and any third party, you agree that Dot Matrix is under no obligation to become involved. In the event that you have a dispute with one or more other users or merchants, you release Dot Matrix, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

    YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

    When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers.

    If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

  33. Termination of the Services
  34. You may terminate the Services at any time by cancelling your account. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services. Dot Matrix is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Dot Matrix has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Account termination may result in destruction of any content associated with your account.

    Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

    We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.

  35. Sanctions and Export Policy
  36. You may not use any Dot Matrix Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using Dot Matrix Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.

  37. Intellectual Property
  38. The name "Dot Matrix" and other Dot Matrix marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Dot Matrix in the U.S. and other countries. They may not be used without the express written prior permission of Dot Matrix. All content included in or made available through any Dot Matrix Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Dot Matrix or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Dot Matrix Service is the exclusive property of Dot Matrix and protected by U.S. and international copyright laws.

    We respect others’ intellectual property rights, and we reserve the right to delete or disable content alleged to be infringing under the Digital Millennium Copyright Act, and to terminate the accounts of repeat alleged infringers. To review our Copyright Dispute Policy and learn how to report potentially infringing content, click here.

    The materials displayed or performed or available on or through the Site or Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Site or Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Dot Matrix’s) rights.

    You understand that Dot Matrix owns the Site and Services. You agree not to modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any part of the Site or Services.

  39. Notice and Procedure for Making Claims of Copyright Infringement
  40. If you believe that your work has been copied in a way that constitutes copyright infringement, please submit your complaint to support@shoppo.zendesk.com. We respond quickly to the concerns of rights owners about any alleged infringement. Please provide us with the following information:

    Dot Matrix's Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

    Dot Matrix.com Legal Department
    3500 South DuPont Highway
    Dover, DE 19901, U.S.A.
    email:
    legal@shoppo.com

  41. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
  42. We try to keep our Site and Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Site or Services. THE DOT MATRIX SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DOT MATRIX SERVICES ARE PROVIDED BY DOT MATRIX ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. DOT MATRIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE DOT MATRIX SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DOT MATRIX SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE DOT MATRIX SERVICES IS AT YOUR SOLE RISK.

    To the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither Dot Matrix nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services.

    In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

    TO THE FULL EXTENT PERMISSIBLE BY LAW, DOT MATRIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DOT MATRIX DOES NOT WARRANT THAT THE DOT MATRIX SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DOT MATRIX SERVICES, DOT MATRIX'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM DOT MATRIX ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, DOT MATRIX WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY DOT MATRIX SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY DOT MATRIX SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

    Notwithstanding the foregoing, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $100.

  43. Indemnity
  44. You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms, your improper use of Dot Matrix's Services or your breach of any law or the rights of a third party.

  45. Assignment
  46. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Dot Matrix’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

  47. Legal Disputes
  48. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND DOT MATRIX HAVE AGAINST EACH OTHER ARE RESOLVED.

    AGREEMENT TO ARBITRATE

    You and Dot Matrix each agree that any and all disputes or claims that have arisen, or may arise, between you and Dot Matrix (including any disputes or claims between you and a third-party agent of Dot Matrix) that relate in any way to or arise out of this or previous versions of the Terms, your use of or access to Dot Matrix's Services, the actions of Dot Matrix or its agents, or any products or services sold, offered, or purchased through Dot Matrix's Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

    1. Prohibition of Class and Representative Actions and Non-Individualized Relief
    2. YOU AND DOT MATRIX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND DOT MATRIX AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and Dot Matrix's right to appeal the court's decision. All other claims will be arbitrated.

    3. Arbitration Procedures
    4. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the Terms as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the section of this Agreement relating to the “Prohibition of Class and Representative Actions and Non-Individualized Relief", shall be for a court of competent jurisdiction to decide.

      The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word "arbitrator" in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.

      A party who intends to seek arbitration must first send to the other, by certified mail, a notice briefly setting out the nature of the dispute, the relief requested, and supporting documents, along with your name, address, phone number, email address, and account information, including your User Name ("Notice"). The Notice to Dot Matrix should be sent to Dot Matrix Inc., Attn: Legal Counsel, Re: Notice of Dispute, 3500 South DuPont Highway, Dover, DE 19901, U.S.A.  Dot Matrix will send any Notice to you to the physical address we have on file associated with your Dot Matrix account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

      If you and Dot Matrix are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or Dot Matrix may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Dot Matrix at the following address: 3500 South DuPont Highway, Dover, DE 19901, U.S.A.  In the event Dot Matrix initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Dot Matrix account. Any settlement offer made by you or Dot Matrix shall not be disclosed to the arbitrator.

      The arbitration hearing shall be held in San Francisco, California. If it is determined that the immediately preceding sentence is unenforceable, then the arbitration hearing shall be held at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Dot Matrix may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Dot Matrix subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Dot Matrix may attend by telephone, unless the arbitrator requires otherwise.

      The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Dot Matrix user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

    5. Costs of Arbitration
    6. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate.

    7. Severability
    8. With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

    9. Opt-Out Procedure
    10. IF YOU ARE A NEW DOT MATRIX USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO DOT MATRIX INC., ATTN: LEGAL COUNSEL, RE: OPT-OUT NOTICE, 3500 SOUTH DUPONT HIGHWAY, DOVER, DE 19901, U.S.A.

      You must provide your name, address (including street address, city, state and zip code), and the user ID(s) and email address(es) associated with the Dot Matrix account(s) to which the opt-out applies in your Opt-Out Notice. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

    11. Future Amendments to the Agreement to Arbitrate
    12. Notwithstanding any provision in the Terms to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Dot Matrix prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Dot Matrix. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on Shoppo.com at least 30 days before the effective date of the amendments and by providing notice through the Dot Matrix message center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.

    Judicial Forum for Legal Disputes

    Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Dot Matrix must be resolved exclusively by a state or federal court located in San Francisco County, California. You and Dot Matrix agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes.

    Small Claims & Government Actions

    As an alternative to arbitration, you or Dot Matrix may resolve disputes in a small claims court that has jurisdiction over your claim. These Terms and this arbitration agreement do not prevent you from bringing your dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against Dot Matrix on your behalf.

  49. General
  50. Taxes: You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Dot Matrix may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

    No Waiver: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Terms.

    Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

    Complete Agreement: You and Dot Matrix agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Dot Matrix, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

    Third Party Beneficiaries: Except as expressly set forth in these Terms of Use, you and Dot Matrix agree there are no third party beneficiaries intended under these Terms.

    Headings: Headings are for reference purposes only and do not limit the scope or extent of such Section.

    Change of Policies: The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the Dot Matrix site.

    Business Accounts: If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this Terms. Such account is owned and controlled by the business entity.

    No Agency or Partnership: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Dot Matrix, and you do not have any authority of any kind to bind Dot Matrix in any respect whatsoever. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

    Survival: The following Sections survive any termination of this Terms: Fees, Content, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.

    California Residents: If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.