Alpaca Terms of Service
Effective date: May 5, 2018
PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH THE ARBITRATION AND GOVERNING LAW PROVISIONS SET FORTH IN SECTION 19 BELOW.
Alpaca reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post a notification of the modification on our website or otherwise provide you with notice of the change. The date of the last modification will also be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you are indicating that you agree to be bound by any modified Terms.
The Services are intended solely for persons who are at least 13 years old. By using the Services you represent and warrant that you are at least 13 years old. If you are not 13 or older, you may not use the Services.
In compliance with the requirements of the Children’s Online Privacy Protection Act (COPPA), we do not collect any information from any person under 13 years of age. If you are aged 13 years or younger, you may not use our Services or access or provide any user information. If you are 13 or older but under the age of 18, you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child who is 13 or older but under the age of 18, you are fully responsible for his or her use of the Services.
If you use the Services on behalf of a company, partnership, association, or other entity, you hereby represent and warrant
that you have the capacity to enter into these Terms on behalf of the entity, or an authorized representative of
the entity has agreed to bind the entity to these Terms.
5. User Accounts
In order to access certain features of our Services, you are required to sign up for an account, where you will be assigned a username and password (“User ID”). For example, if you have previously purchased any services from us, you may be able to access your account in order to see information regarding your purchase history. If you sign up for an account, you promise to provide us with accurate, complete, and updated registration information about yourself. You are obligated to use your own name or business’s name.
If you would like us to terminate your account, please contact us at firstname.lastname@example.org . Upon receipt of your request, and except as set forth below, we will remove your account and your associated information from the Services within a reasonable time period. Please note that any information you have submitted to publicly accessible areas of the Services (such as a blog or message board) may not be removable. If we intend to remove your account, we will try to provide advance notice to you prior to our removal of your account, but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Alpaca.
You may also be allowed to create your account with certain third-party social networking sites ("SNS,” including, but not limited to, Facebook). You may link your Alpaca account with a SNS by either: (i) providing your SNS account login information to us through the Services; or (ii) allowing us to access your SNS. PLEASE NOTE THAT YOUR RELATIONSHIPS WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS ARE GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND THOSE AGREEMENTS WILL DETERMINE WHAT INFORMATION WE WILL BE ABLE TO ACCESS AND USE THROUGH THOSE SOCIAL NETWORKING SITES. Your Alpaca account will be created for your use of the Services based on the personal information you provide us or that we obtain via an SNS.
Furthermore, you may not transfer your account to anyone else without our prior written permission.
6. Acceptable Use
Alpaca hereby grants you permission to use the Services provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to, and that you understand the following restrictions and obligations:
- With respect to all users, you may not transfer your access to others, or allow others to access the Services through your own access. If you wish to create an organizational or business account, please contact Alpaca at email@example.com .
- You may only use the Services for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.
- You may not interfere with or damage the Services including, without limitation, through the use of viruses, bots, harmful code, denial-of-Services attacks, backdoors, packet or IP address spoofing, forged routing, or any similar methods or technology.
- Except as authorized through the Services, you may not copy, rip, or capture any content encountered on the Services. You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
- You may not use the Services to upload, transmit, or promote any material that infringes or violates the intellectual property rights or any other rights of anyone else (including Alpaca).
- You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
The materials displayed or performed or available on or through the 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.
Further, you acknowledge that the Services, including all associated intellectual property rights, are the exclusive property of Alpaca.
- Conditioned upon your compliance with these Terms, Alpaca grants you a limited, non-exclusive, non-transferable license, to access and view any Content to which you are permitted access. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Alpaca or its licensors, except for the licenses and rights expressly granted in these Terms.
- Payment and Billing Information. By providing a credit card or other payment method for the purchase of our Services, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we (or our third-party payment processor) encounter in order to proceed with your Order. You acknowledge that the amount billed may vary due to promotional offers, changes in the Services, or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.
- Pricing and Availability. All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Prices may be adjusted at any time and for any reason (or no reason) and without providing you prior notice. Services are subject to availability, and we reserve the right to cancel all or part of the Services and to discontinue making certain Services available without prior notice.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You agree that Alpaca has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.
Alpaca may immediately and without notice terminate these Terms and disable your access to the Services if Alpaca determines, in its sole discretion, that (a) you have materially breached these Terms; (b) you have violated applicable laws, regulations or third-party rights; or (c) such action is needed to protect the safety or property of other users, Alpaca, or third parties.
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, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
11. Third Party Content
By using Alpaca’s Services, Alpaca may provide you with access to third party websites (such as Facebook), information, and services, including but not limited to third party databases, networks, servers, software, programs, systems, directories, applications, or products. You hereby acknowledge that Alpaca does not control such third-party websites and services, and cannot be held responsible for their content, operation, or use. You also acknowledge that such third party websites may have their own terms of service, which you may be obligated to follow and abide by. Alpaca does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by such third-party websites and services. Alpaca disclaims any and all responsibility or liability for any harm resulting from your use of such third-party websites and services, and you hereby irrevocably waive any claim against Alpaca with respect to the content or operation of any such third-party websites and services.
12. Disclaimer of Warranties; Disputes with Third Parties
YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND CONTENT ARE PROVIDED "AS IS," AND ALPACA, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. ALPACA, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.
Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws.
If there is a dispute between users of our Services, or between users and any third party, you agree that Alpaca is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Alpaca, 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.
13. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ALPACA (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $20 OR (II) THE AMOUNTS PAID BY YOU TO ALPACA IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Alpaca and any third party services Alpaca uses harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Alpaca (a) via email (in each case to the address that you provide) or (b) by posting to the website or other Alpaca Service.
16. No Waiver
The failure of Alpaca to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
You may not assign or transfer these Terms, by operation of law or otherwise, without Alpaca’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Alpaca may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Middlesex County , Massachusetts, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Service, Inc. ("JAMS") then in effect, by one 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 such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Middlesex County, Massachusetts. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND ALPACA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.
20. Entire Agreement
These Terms constitute the entire agreement between you and Alpaca regarding your use of Alpaca’s Services, and supersede all prior written or oral agreements. Additional terms may apply to certain products or Services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.
21. Contact Us
If you have any questions about Alpaca’s Services, please do not hesitate to contact us at firstname.lastname@example.org .