Terms of Service

Overview

This website is operated by Orca. Throughout the site, the terms “Orca,” “we”, “us” and “our” refer to Orca. Orca offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our website (the “Site”) and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service” or “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the Site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of these Terms, then you may not access the Site or use any Service. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

SECTION 1 - GENERAL CONDITIONS

  1. Service.

    The Service includes an online store made available by Orca to enable you to shop or sell certain products.

  2. Eligible Users.

    By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence.

  3. Authority.

    By registering and creating for an account (“Account”), you represent and warrant that you have all requisite capacity, power, and authority to enter into and perform your obligations under these Terms.

  4. Account Registration.

    In order to use certain features of the Service, you will need to register for an Account. By registering for an Account, you agree to provide accurate, current, and complete information, and to maintain and promptly update your information as necessary.

  5. Lawful Uses Only.

    You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

  6. Account Security.

    You are responsible for the security of your Account. You accept all risks of unauthorized access to your Account and the information you provide. You agree to immediately notify us if you discover or otherwise suspect any breaches of security related to your Account or the Service, including unauthorized use of your password.

  7. Additional Information.

    We may require you to provide additional information and documents at the request of any competent authority or in order to help us comply with applicable law, regulation, or policy.

SECTION 2 - PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. Please refer to our Privacy Policy for information about how we collect, use, and share your personal information. By submitting your personal information to the Site, you expressly consent to the collection, use, and disclosure of personal information in accordance with the Privacy Policy.

SECTION 3 - COMMUNICATIONS

By creating an Account, you consent to receive electronic communications from us (e.g., via email or by posting notices to the Service). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your existing relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein

SECTION 4 - ONLINE STORE

  1. Modification to the Service and Prices.

    Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

  2. Products or Service.

    Certain products or services may be available exclusively online through the Site. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

    We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

    We reserve the right, but are not obligated, to limit the sales of our products or Service to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Site is void where prohibited.

    We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

  3. Billing Information.

    You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

  4. Right of Refusal.

    Limitations on Quantities. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

  5. Payments and Taxes.

    We will charge fees in consideration of the products selected. You are responsible for all taxes. Further terms and conditions relating to purchase may apply. Payment processing services, including the processing and storing of credit card data, are provided by Shopify (“Shopify”) and are subject to the Shopify’s terms and conditions (“Shopify’s Terms”). By agreeing to these terms and continuing to use the Service, you agree to be bound by Shopify’s Terms, as the same may be modified by Shopify from time to time. As a condition of Orca enabling payment processing services through Shopify, you agree to provide us with accurate and complete information about you and your business, and you authorize us to share this information with Shopify.

  6. Returns

    For information about refunds and exchanges, please review our Returns Policy.

  7. Commissions.

    Subject to any additional agreements with individuals who sell products through our Service, sellers shall receive a 20% commission of the final purchase price, calculated before tax, of any products sold through the Service. Payments shall be processed through our vendor, Tipalti and shall be paid within sixty (60) days of completion of the sale. If a product is returned at a later date, any earned commissions shall be deducted from the commission payment. We reserve the right to change this commission percentage, at any time in our sole discretion, with or without notice to the seller.

SECTION 5 - THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 6 - USER CONTENT

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “User Content”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any User Content that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 7 - OWNERSHIP

Unless otherwise specified, all contents on the Site and the Service are owned, controlled, or licensed by us and are protected by law from unauthorized use. You are hereby granted a limited, revocable, nonexclusive, nontransferable, nonassignable, non-sublicensable, “as-is” license to access and use the Service and related content for your own personal, non-commercial use; provided, however, that such license is subject to the Terms and does not include any right to (i) sell, resell, or use commercially the Service, (ii) distribute, publicly perform, or publicly display any content, (iii) modify or otherwise make any derivative uses of the Service, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Service, except as expressly permitted by us, and (vi) use the Service other than for their intended purposes. This license is subject to your compliance with these Terms.

SECTION 8 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Site, its content, or any part of the Service: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet; or (i) reverse engineer, disassemble, alter, decompile, duplicate, create derivative works from, make copies of, extra information from, distribute, license, lease, sell, resell, transfer, publicly display or perform, transmit, stream, broadcast, or otherwise exploit the Service, in whole or in part, except as expressly permitted by us. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 9 - DIGITAL MILLENNIUM COPYRIGHT ACT

We respect the Intellectual Property of others and ask that our users do the same. In accordance with the Digital Millennium Copyright Act (the “DMCA”), we have designated a Copyright Agent to receive notice of claims of copyright infringement on the Service. Our Copyright Agent may be reached by emailing hello@orcashop.co or mailing us at Orca, LLC, 8383 Wilshire Blvd., Suite 400, Beverly Hills, CA 90211 Attn: DMCA.

Upon receipt of notice of claimed infringement, we will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer.

SECTION 10 - DISCLAIMER OF WARRANTIES

THE SERVICE, CONTENT CONTAINED THEREIN, AND ITEMS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE OR ANY CONTENT CONTAINED THEREIN. WE DO NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, OR ANY ITEMS LISTED ON OUR SERVICE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

SECTION 11 - LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICE, ANY ITEMS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE SERVICE, CONTENT (INCLUDING YOUR CONTENT), OR ANY ITEMS, PURCHASED, OR SOLD THROUGH THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO US BY YOU FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

SECTION 12 - INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Orca from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Service, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service or User Content; (b) any feedback you provide; (c) your violation of these Terms; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; (f) your User Content; or (g) any off-chain benefits (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same). You agree to promptly notify Orca of any third-party Claims and cooperate with us in defending such Claims. You further agree that Orca shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND ORCA.

SECTION 13 - TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by cancelling your Account and discontinuing your access to and use of the Service. If you use the Service after cancelling your Account, you will be deemed to have agreed to the Service.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Service (or any part thereof). You agree that any suspension or termination of your access to the Service may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.

If we terminate these Terms or suspend or terminate your access to or use of the Service due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Uses), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.

Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Service or that is related to your Account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

SECTION 14 - INTERNATIONAL ISSUES

We operate the Service from the United States of America. If you choose to access the Service from outside the United States of America, you are responsible for complying with applicable local laws.

SECTION 15 - DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH ORCA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

  1. Choice of Law; Venue.

    You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in the State of California, and waive any objection to such jurisdiction or venue.

  2. Statute of Limitations.

    . Any claim under these Terms must be brought within one year after the cause of action arises, or such claim or cause of action is barred. The prevailing party will be entitled to costs and attorneys’ fees.

  3. Binding Arbitration.

    In the interest of resolving disputes between you and Orca in the most expedient and cost-effective manner, you and Orca agree that any dispute arising out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms, Orca’s Privacy Policy, or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms (each, a “Dispute”). YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ORCA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND ORCA UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO BELOW. Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision. Nothing in these Terms, including the paragraph directly above, will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim (collectively, “Excluded Disputes”).

  4. No Class Arbitrations, Class Actions or Representative Actions.

    YOU AND ORCA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, California Labor Code § 2698 et seq. WHICH ARE NOT COVERED BY THIS SECTION 15). Further, unless both you and Orca agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

  5. Federal Arbitration Act.

    You and Orca agree that these Terms affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent not prohibited by applicable law.

  6. Notice; Informal Dispute Resolution.

    You and Orca agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within 30 days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Orca shall be sent by certified mail or courier to Orca, LLC, 8383 Wilshire Blvd., Suite 400, Beverly Hills, CA 90211. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Site account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Orca cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Orca may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in Section, file a claim in court.

  7. Process.

    Except for Excluded Disputes, you and Orca agree that any Dispute must be commenced or filed by you or Orca within the applicable statute of limitations period, otherwise the underlying claim is permanently barred. You and Orca agree that (a) any arbitration will occur in the State of California, Los Angeles County (“Seat”), (b) arbitration will be conducted confidentially by a single arbitrator in accordance with Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA, and (c) that the state or federal courts of the State of California and the United States, respectively, sitting in the State of California, Los Angeles County, have exclusive jurisdiction over the enforcement of an arbitration award. If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at the Seat, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in your demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Orca for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

  8. Authority of Arbitrator.

    As limited by the FAA, these Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

  9. Rules of AAA.

    The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the AAA Rules, or (b) waive your opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.

  10. Severability.

    If any provision of this Section is found to be unenforceable, then the entirety of this Section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described below will govern any action arising out of or related to these Terms or your use of the Service. If any term, clause, or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable.

  11. Opt-Out Right.

    You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by writing to hello@orcashop.co. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance. Should you choose not to opt out of this Dispute Resolution provision within the 30-day period, you and Orca will be bound by the terms of this Dispute Resolution provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution provision.

SECTION 16 - MISCELLANEOUS

  1. Severability.

    In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

  2. Entire Agreement.

    These Terms of Service and any policies or operating rules posted by us on this Site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

  3. Interpretation.

    Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

  4. No Waiver.

    The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

  5. Governing Law.

    These Terms of Service and any separate agreements whereby we provide you Service shall be governed by and construed in accordance with the laws of the State of California.

  6. Venue.

    Any legal action or proceeding arising under these Terms will be brought exclusively in the State of California, Los Angeles County and we and you irrevocably consent to the personal jurisdiction and venue there.

  7. Independent Contractor.

    Your relationship to Orca is that of an independent contractor, and neither party is an agent or partner of the other.

  8. Third-Party Beneficiaries.

    Except as otherwise provided herein, these Terms are intended solely for the benefit of Orca and you and are not intended to confer third-party beneficiary rights upon any other person or entity.

  9. Notices.

    We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Service. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

  10. Assignment.

    You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, a Provider, or in connection with an acquisition, sale or merger. These Terms shall be binding upon and inure to the benefit of the applicable parties and their successors and permitted assigns.

SECTION 17 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 18 - CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at:

Orca, 8383 Wilshire Blvd., Suite 400, Beverly Hills, CA 90211