PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A BINDING ARBITRATION AGREEMENT (SEE SECTION 16 BELOW) AND IT AFFECTS YOUR AND LIVELARGE’S RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT OR JOIN A CLASS ACTION.
This Reservation Agreement (this “Agreement”) governs the placing of a reservation (“Reserve” or “Reservation”) with LiveLarge Home, Inc., a California corporation (“LiveLarge” or “we” or “us”), for an Accessory Dwelling Unit (“ADU”). Please read all of this Agreement carefully before submitting your Reservation. By submitting your Reservation, you agree to be legally bound by this Agreement.
1.No Obligations
Each Reservation you submit for an ADU acts as a deposit for a future purchase of the ADU. You are under no obligation to purchase an ADU from us, and we are under no obligation to supply you with an ADU.
This Agreement does not constitute an agreement for the sale of an ADU and does not lock in pricing, a firm production slot, a firm delivery date, or a specific ADU configuration. To complete the purchase of an ADU, you will need to execute LiveLarge’s standard final ADU Purchase Agreement (“Final Sales Agreement”) which will include additional terms and conditions, including the final price sheet for the ADU you ultimately select (“Your Selected ADU”). The Final Sales Agreement may be made with an affiliate of LiveLarge. Additional payment for Your Selected ADU, including taxes and other governmental fees, will be required at that time.
We may decline Reservations to avoid over-subscription or as we deem appropriate in our sole discretion. If your Reservation is declined, you will be notified, and your Reservation payment will be refunded.
2.Reservation Eligibility: Age and Residency; Entity Reservations
You must be at least 18 years of age and a resident of the United States to Reserve an ADU. By agreeing to this Agreement, you represent and warrant to us that you are at least 18 years of age and a resident of the United States. If you are Reserving an ADU on behalf of a company, organization or entity (an “Entity”) located in the United States, you represent and warrant that you have the authority to bind that Entity to this Agreement and such Entity agrees to be bound by This Agreement.
3.Registration
When placing a Reservation for an ADU, you are required to provide certain basic information. You represent and warrant that all such information provided is accurate, and it is your responsibility to keep this information current at any time by emailing info@livelargetech.com. LiveLarge shall not be liable for inaccurate or outdated information.
4.Payment
You will be charged the fee indicated (the “Reservation Fee”) when you place your Reservation. Placing a Reservation constitutes your express agreement to be charged the Reservation Fee using your provided payment method. Your payment will be held by LiveLarge in a separate account designated solely for Reservations and released for application towards the final sales price of Your Selected ADU when you execute the Final Sales Agreement. Your payment is subject to LiveLarge’s payment terms and conditions under Section 17 below.
5.No Guarantee of Delivery Date
You are Reserving an ADU without specifying the model, features, and options. We will endeavor to produce Your Selected ADU in the future and your priority will be set by the date of payment of your Reservation Fee, our manufacturing schedule, our delivery and service operations availability, and execution of the Final Sales Agreement. There is no guarantee as to the delivery date based on your Reservation.
6.Cancellation/Refund
You may cancel your Reservation and receive a full refund of your Reservation Fee at any time by sending an email to info@livelargetech.com from the email address you used to make the Reservation. You will receive your refund within approximately 10-15 business days. LiveLarge may cancel your Reservation at any time and will issue a full refund of your Reservation Fee to the original payment on file.
7.ADU Configuration
You understand that we may not have completed the development of the ADU or begun manufacturing the ADU at the time of your Reservation and specifications are subject to change at any time. You understand configuration and/or specifications of the ADU and other available features have not yet been determined and may change, even after features are announced. By agreeing to this Agreement, you represent and warrant to us that you understand that the ADU configuration may change prior to the execution of any Final Sales Agreement.
8.Privacy Policy and Terms of Use
The data LiveLarge and/or its affiliates collects from you or about Your Selected ADU will be used in accordance with our Terms and Conditions, which is incorporated herein by reference and available on our website at https://livelargetech.com. Please read our Terms and Conditions carefully to understand the data that we collect and our practices regarding your information and how it will be treated. If you have questions regarding our Terms and Conditions, you should contact us by email at info@livelargetech.com.
9.Force Majeure
The obligations of you and LiveLarge under this Agreement (other than your payment obligations) will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, outbreak, epidemic, public health emergency, quarantine restriction, labor dispute, labor shortage, transportation embargo or failure, curtailment or delay in transportation, act of God, act (including laws, regulations, orders, advisories, disapprovals or failure to approve) of any government or public health agency or authority, whether national, statewide, municipal, or otherwise, or any other event or circumstance beyond such party’s control.
10.Severability
If for any reason a court of competent jurisdiction finds any provision, or portion of this Agreement, to be unenforceable, the remainder of this Agreement shall continue in full force and effect and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable.
11.Modification
This Agreement may not be modified, altered or amended unless expressly agreed to in writing signed by LiveLarge.
12.No Waivers
The failure by LiveLarge to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of LiveLarge.
13.Assignment
You may not assign your rights under this Agreement without our express prior consent. LiveLarge may assign this Agreement or your Reservation Fee in our sole discretion without your consent. Any assignment in violation of this Agreement will be null and void.
14.No Resellers; Discontinuation; Cancellation
LiveLarge and its affiliates may unilaterally cancel any order that we believe has been made with the intent to resell the ADU or otherwise has been made in bad faith. LiveLarge may also cancel your order if an ADU, product, feature, or option is discontinued after you place your order. The ADU is intended for use only in the country where the ADU is sold by LiveLarge to you, and service will be limited or unavailable outside of that country.
15.Limitation of Liability
No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL LIVELARGE OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL LIVELARGE’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO LIVELARGE PURSUANT TO THIS AGREEMENT.
16.Dispute Resolution—Arbitration AND Class Action Waiver
Binding Arbitration. To the fullest extent permitted by applicable law and except for small claims or if you choose to opt-out as provided below, this Section governs all Disputes between you and LiveLarge. The term “Dispute” is to be given the broadest possible meaning that will be enforced and means any dispute, demand, claim, or controversy of any kind between you and LiveLarge, whether based in contract, tort, statute, or otherwise, including but not limited to any claim for fraud, false advertising, misrepresentation, strict products liability, negligence, breach of contract, breach of express or implied warranties, or violations of consumer protection, privacy or data security laws, that arises out of or in any way relates to (1) this Agreement; (2) our relationship (including any such relationship with affiliate third parties who did not sign this Agreement); (3) the purchase, sale, condition, design, or manufacturing of the ADU; (4) LiveLarge products or services; and (5) advertising and other communications between you and LieveLarge. You and LiveLarge agree to resolve all Disputes by binding arbitration conducted by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules, unless you and we agree otherwise. For more information on arbitration and to access the AAA Consumer Arbitration Rules, please visit: www.adr.org. If the AAA Consumer Arbitration Rules conflict with this Agreement, then this Agreement shall control. You and LiveLarge understand that we are both waiving our rights to go to court (other than small claims court, as provided below), to present our claims to a jury and to have claims resolved by a jury trial, and also that judicial appeal rights, if any, are more limited in arbitration than they would be in court.
Confidentiality. Arbitrations conducted under this Section shall be kept strictly confidential. Neither you or LiveLarge may disclose the fact that an arbitration exists or is proceeding, the nature or content of the Dispute(s), all documents exchanged in connection with the arbitration, all testimony (including transcripts of testimony, if any) that is given in the arbitration proceeding, or the results of any arbitration award. This paragraph shall not prevent disclosure of the arbitration proceedings: (1) as may be required by law or court order; (2) as may be required to judicially challenge or enforce an arbitration award; (3) as may be required to assist your or LiveLarge’s legal counsel, financial advisors, or accountants—provided that such individuals are also bound by this Section; (4) as may be required to disclose to existing or future shareholders, existing or potential insurers or reinsurers, existing or potential investors, existing or potential lenders, or existing or potential purchasers; or (5) if you and LiveLarge provide prior written consent. Notwithstanding anything to the contrary, this paragraph shall not apply to claims where confidentiality clauses are made illegal under state or federal law. The arbitrator shall have jurisdiction to hear any disputes over a breach of this Section and shall have authority to fashion an appropriate remedy. The arbitrator shall retain jurisdiction to enforce this Section after arbitration has ended.
Initial Dispute Resolution Requirement. Most disputes can be resolved without resort to arbitration or small claims court. For any Dispute, you and we agree that before taking any formal action to initiate arbitration or a small claims suit we will contact the other in an attempt to resolve the Dispute. You will contact us at info@livelargetech.com and provide a brief, written description of the Dispute and your contact information. We will contact you at your contact information on file with LiveLarge. You and LiveLarge agree to use reasonable efforts to settle any Dispute directly and good faith negotiations shall be a pre-condition to either party initiating a small claims suit or arbitration.
Filing a Demand for Arbitration. If the parties do not reach an agreed-upon solution within a period of 60 days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration. In order to initiate arbitration, you must file an arbitration demand with AAA. You can find information about AAA and file your arbitration demand at https://www.adr.org/Support. You are also required to send a copy of the arbitration demand to us and you should send it by email to: info@livelargetech.com.
Fees & Costs. AAA’s Consumer Arbitration Rules will govern the allocation of arbitration fees and costs between you and LiveLarge. You are responsible for your own attorneys’ fees unless applicable law provides otherwise.
Arbitration Location and Procedure. Arbitration shall be initiated and take place in the city or county of your residence unless you and LiveLarge agree otherwise. If your claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of documents you and LiveLarge submit to the arbitrator. If your claim exceeds $25,000, you and LiveLarge may agree to conduct arbitration by videoconference or teleconference or conduct a document-only arbitration without any hearing. The arbitrator will have the discretion to require a telephonic or face-to-face hearing for any claim upon the request of a party.
Applicable Law. You and LiveLarge agree that both the substantive and procedural provisions of the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), shall govern the subject matter, formation, procedure, and enforcement of this Section. The statute of limitations laws, including statutes of repose, of the State of California, without regard to choice or conflict of law principles, will apply to any claims brought in arbitration.
Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Section, including but not limited to any claim that all or any part of this Section is void or voidable. The arbitrator shall also have exclusive authority to resolve all threshold issues of arbitrability, including whether a Dispute is subject to arbitration, issues relating to whether this Section is applicable, unconscionable, or illusory, and any defense to arbitration, including waiver, delay, laches, or estoppel. However, the parties agree that any issue concerning the validity of the class action waiver below must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver. The arbitrator shall be empowered to grant whatever relief would be available to you in your individual capacity in a court under law or in equity, including public injunctive relief. The arbitrator’s award shall be written and shall be binding on you and LiveLarge. To preserve the confidentiality of the arbitration proceedings, the arbitrator’s award shall not be entered as judgment in a court of law, unless you or LiveLarge fail to voluntarily satisfy the arbitration award within sixty (60) days after the arbitration award has been rendered.
Class Action Waiver. The parties further agree that the arbitration shall be conducted in each party’s respective individual capacity only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND LIVELARGE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NEITHER YOU NOR LIVELARGE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CONSUMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If a court (after exhaustion of all appeals) declares any of this Class Action Waiver unenforceable, then all other aspects of the case must be arbitrated first. After completing arbitration, the remaining (non-arbitrable) aspects of the case will then be decided by a court.
Small Claims Court. Subject to the Initial Dispute Resolution Requirement, either party may bring an individual action in small claims court consistent with the jurisdictional limits that apply to that forum.
Opt-Out Right. You may opt-out of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver within 30 days from the date you electronically sign this Agreement, by sending an email to info@livelargetech.com from the email that you used for the Reservation with “Opt-Out of Arbitration” in the subject line and, in the body of the email, your full name and address. Any opt-out of this provision does not affect the validity of any other arbitration agreement between you and LiveLarge. If you opt out of this provision and at the time you sign this Agreement you are bound by an existing agreement to arbitrate disputes with LiveLarge, that existing arbitration agreement will remain in full force and effect.
Severability. If any arbitrator or court determines that any part of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver is illegal or unenforceable, then such part will be eliminated and the remainder of Section 16, Dispute Resolution – Arbitration and Class Action Waiver will remain in force and effect and the unenforceable part shall be deemed to be modified solely to the extent necessary to make it enforceable.
Survival. This Section 16, Dispute Resolution – Arbitration and Class Action Waiver shall survive the end of this Agreement and/or your relationship with LiveLarge, including the end of any promotion or contest, opt-out of communication or other use or participation in any LiveLarge Product or Service.
Choice of Forum. Any Dispute(s) deemed not subject to arbitration shall be litigated exclusively by either party in the United States District Court for the Northern District of California. If the United States District Court for the Northern District of California lacks subject matter jurisdiction, then any Dispute(s) deemed not subject to arbitration shall be litigated exclusively by either party in the Superior Court of the State of California in the County of Santa Clara.
By agreeing to this Reservation Agreement, you acknowledge and agree to the terms and conditions of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver.
17.Payment
Supported Payment Methods. Eligible payment methods are subject to change at any time. Direct deposit or wire transfer to LiveLarge’s bank account listed on the Reservation invoice or payments through a third-party payment service provider, Paypal, Inc. (“Paypal”), are the available options.
Payment with Third Party Payment Service Provider. You acknowledge and agree that when you elect to pay the Reservation Fee through Paypal (“Transactions”), the Transaction is solely between you and Paypal. You authorize Paypal to collect, analyze, and relay information generated in connection with Transactions. Transactions are subject to the terms and conditions governing your payment method and to any agreements between you and your financial institution. We are not party to the user agreements of the issuer of your payment method or your financial institution. Nothing in this Section 17 modifies any such terms governing your relationship with the issuer of your payment method or with your financial institution. In the event of inconsistency between this Section 17 and the terms of the issuer of your payment method or the terms of your financial institution, this Section 17 will govern the relationship between you and LiveLarge with respect to the Transactions, and the terms of your issuer of your payment method or your financial institution will govern the relationship between you and such issuer or financial institution.
18.Choice of Law
This Agreement, its subject matter and its formation, and any related non-contractual disputes or claims, are governed by the laws of the State of California, without regard to choice or conflict of law principles, except as otherwise provided in the Arbitration Agreement.
19.Text Messages, Notifications, and Telephone Calls
By agreeing to this Agreement, you understand that by providing your wireless telephone number(s) now or in the future, you consent to being contacted at those numbers or addresses using pre recorded artificial voice messages and/or automatic telephone dial devices with non-marketing information about your ADU, such as appointment reminders. You understand and agree that by providing your wireless telephone number you are consenting to receive calls or texts at that number. You also consent to receiving emails to any email address(es) you provide. You further understand and agree that these communications may contain your non-public information. You explicitly confirm that this consent covers the use of these contact methods to call or send text messages to the wireless telephone number(s) and to send text or email messages to the email address(es) you provide, for which you may incur a charge. Separately, we may seek your prior express written consent for marketing text messages or telephone calls. For all communications, you can control permission by contacting info@livelargetech.com.
20.Entire Agreement
Your Reservation confirmation, this Agreement, and our Terms and Conditions will be deemed the final and integrated agreement between you and us on the matters contained in this Agreement. It shall supersede all prior and contemporaneous representations, warranties, agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. In the event of any conflict between this Agreement, Terms and Conditions, this Agreement shall prevail.
21.Printed Agreement
A printed version of this Agreement and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A BINDING ARBITRATION AGREEMENT (SEE SECTION 16 BELOW) AND IT AFFECTS YOUR AND LIVELARGE’S RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT OR JOIN A CLASS ACTION.
This Reservation Agreement (this “Agreement”) governs the placing of a reservation (“Reserve” or “Reservation”) with LiveLarge Home, Inc., a California corporation (“LiveLarge” or “we” or “us”), for an Accessory Dwelling Unit (“ADU”). Please read all of this Agreement carefully before submitting your Reservation. By submitting your Reservation, you agree to be legally bound by this Agreement.
1.No Obligations
Each Reservation you submit for an ADU acts as a deposit for a future purchase of the ADU. You are under no obligation to purchase an ADU from us, and we are under no obligation to supply you with an ADU.
This Agreement does not constitute an agreement for the sale of an ADU and does not lock in pricing, a firm production slot, a firm delivery date, or a specific ADU configuration. To complete the purchase of an ADU, you will need to execute LiveLarge’s standard final ADU Purchase Agreement (“Final Sales Agreement”) which will include additional terms and conditions, including the final price sheet for the ADU you ultimately select (“Your Selected ADU”). The Final Sales Agreement may be made with an affiliate of LiveLarge. Additional payment for Your Selected ADU, including taxes and other governmental fees, will be required at that time.
We may decline Reservations to avoid over-subscription or as we deem appropriate in our sole discretion. If your Reservation is declined, you will be notified, and your Reservation payment will be refunded.
2.Reservation Eligibility: Age and Residency; Entity Reservations
You must be at least 18 years of age and a resident of the United States to Reserve an ADU. By agreeing to this Agreement, you represent and warrant to us that you are at least 18 years of age and a resident of the United States. If you are Reserving an ADU on behalf of a company, organization or entity (an “Entity”) located in the United States, you represent and warrant that you have the authority to bind that Entity to this Agreement and such Entity agrees to be bound by This Agreement.
3.Registration
When placing a Reservation for an ADU, you are required to provide certain basic information. You represent and warrant that all such information provided is accurate, and it is your responsibility to keep this information current at any time by emailing info@livelargetech.com. LiveLarge shall not be liable for inaccurate or outdated information.
4.Payment
You will be charged the fee indicated (the “Reservation Fee”) when you place your Reservation. Placing a Reservation constitutes your express agreement to be charged the Reservation Fee using your provided payment method. Your payment will be held by LiveLarge in a separate account designated solely for Reservations and released for application towards the final sales price of Your Selected ADU when you execute the Final Sales Agreement. Your payment is subject to LiveLarge’s payment terms and conditions under Section 17 below.
5.No Guarantee of Delivery Date
You are Reserving an ADU without specifying the model, features, and options. We will endeavor to produce Your Selected ADU in the future and your priority will be set by the date of payment of your Reservation Fee, our manufacturing schedule, our delivery and service operations availability, and execution of the Final Sales Agreement. There is no guarantee as to the delivery date based on your Reservation.
6.Cancellation/Refund
You may cancel your Reservation and receive a full refund of your Reservation Fee at any time by sending an email to info@livelargetech.com from the email address you used to make the Reservation. You will receive your refund within approximately 10-15 business days. LiveLarge may cancel your Reservation at any time and will issue a full refund of your Reservation Fee to the original payment on file.
7.ADU Configuration
You understand that we may not have completed the development of the ADU or begun manufacturing the ADU at the time of your Reservation and specifications are subject to change at any time. You understand configuration and/or specifications of the ADU and other available features have not yet been determined and may change, even after features are announced. By agreeing to this Agreement, you represent and warrant to us that you understand that the ADU configuration may change prior to the execution of any Final Sales Agreement.
8.Privacy Policy and Terms of Use
The data LiveLarge and/or its affiliates collects from you or about Your Selected ADU will be used in accordance with our Terms and Conditions, which is incorporated herein by reference and available on our website at https://livelargetech.com. Please read our Terms and Conditions carefully to understand the data that we collect and our practices regarding your information and how it will be treated. If you have questions regarding our Terms and Conditions, you should contact us by email at info@livelargetech.com.
9.Force Majeure
The obligations of you and LiveLarge under this Agreement (other than your payment obligations) will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, outbreak, epidemic, public health emergency, quarantine restriction, labor dispute, labor shortage, transportation embargo or failure, curtailment or delay in transportation, act of God, act (including laws, regulations, orders, advisories, disapprovals or failure to approve) of any government or public health agency or authority, whether national, statewide, municipal, or otherwise, or any other event or circumstance beyond such party’s control.
10.Severability
If for any reason a court of competent jurisdiction finds any provision, or portion of this Agreement, to be unenforceable, the remainder of this Agreement shall continue in full force and effect and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable.
11.Modification
This Agreement may not be modified, altered or amended unless expressly agreed to in writing signed by LiveLarge.
12.No Waivers
The failure by LiveLarge to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of LiveLarge.
13.Assignment
You may not assign your rights under this Agreement without our express prior consent. LiveLarge may assign this Agreement or your Reservation Fee in our sole discretion without your consent. Any assignment in violation of this Agreement will be null and void.
14.No Resellers; Discontinuation; Cancellation
LiveLarge and its affiliates may unilaterally cancel any order that we believe has been made with the intent to resell the ADU or otherwise has been made in bad faith. LiveLarge may also cancel your order if an ADU, product, feature, or option is discontinued after you place your order. The ADU is intended for use only in the country where the ADU is sold by LiveLarge to you, and service will be limited or unavailable outside of that country.
15.Limitation of Liability
No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL LIVELARGE OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL LIVELARGE’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO LIVELARGE PURSUANT TO THIS AGREEMENT.
16.Dispute Resolution—Arbitration AND Class Action Waiver
Binding Arbitration. To the fullest extent permitted by applicable law and except for small claims or if you choose to opt-out as provided below, this Section governs all Disputes between you and LiveLarge. The term “Dispute” is to be given the broadest possible meaning that will be enforced and means any dispute, demand, claim, or controversy of any kind between you and LiveLarge, whether based in contract, tort, statute, or otherwise, including but not limited to any claim for fraud, false advertising, misrepresentation, strict products liability, negligence, breach of contract, breach of express or implied warranties, or violations of consumer protection, privacy or data security laws, that arises out of or in any way relates to (1) this Agreement; (2) our relationship (including any such relationship with affiliate third parties who did not sign this Agreement); (3) the purchase, sale, condition, design, or manufacturing of the ADU; (4) LiveLarge products or services; and (5) advertising and other communications between you and LieveLarge. You and LiveLarge agree to resolve all Disputes by binding arbitration conducted by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules, unless you and we agree otherwise. For more information on arbitration and to access the AAA Consumer Arbitration Rules, please visit: www.adr.org. If the AAA Consumer Arbitration Rules conflict with this Agreement, then this Agreement shall control. You and LiveLarge understand that we are both waiving our rights to go to court (other than small claims court, as provided below), to present our claims to a jury and to have claims resolved by a jury trial, and also that judicial appeal rights, if any, are more limited in arbitration than they would be in court.
Confidentiality. Arbitrations conducted under this Section shall be kept strictly confidential. Neither you or LiveLarge may disclose the fact that an arbitration exists or is proceeding, the nature or content of the Dispute(s), all documents exchanged in connection with the arbitration, all testimony (including transcripts of testimony, if any) that is given in the arbitration proceeding, or the results of any arbitration award. This paragraph shall not prevent disclosure of the arbitration proceedings: (1) as may be required by law or court order; (2) as may be required to judicially challenge or enforce an arbitration award; (3) as may be required to assist your or LiveLarge’s legal counsel, financial advisors, or accountants—provided that such individuals are also bound by this Section; (4) as may be required to disclose to existing or future shareholders, existing or potential insurers or reinsurers, existing or potential investors, existing or potential lenders, or existing or potential purchasers; or (5) if you and LiveLarge provide prior written consent. Notwithstanding anything to the contrary, this paragraph shall not apply to claims where confidentiality clauses are made illegal under state or federal law. The arbitrator shall have jurisdiction to hear any disputes over a breach of this Section and shall have authority to fashion an appropriate remedy. The arbitrator shall retain jurisdiction to enforce this Section after arbitration has ended.
Initial Dispute Resolution Requirement. Most disputes can be resolved without resort to arbitration or small claims court. For any Dispute, you and we agree that before taking any formal action to initiate arbitration or a small claims suit we will contact the other in an attempt to resolve the Dispute. You will contact us at info@livelargetech.com and provide a brief, written description of the Dispute and your contact information. We will contact you at your contact information on file with LiveLarge. You and LiveLarge agree to use reasonable efforts to settle any Dispute directly and good faith negotiations shall be a pre-condition to either party initiating a small claims suit or arbitration.
Filing a Demand for Arbitration. If the parties do not reach an agreed-upon solution within a period of 60 days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration. In order to initiate arbitration, you must file an arbitration demand with AAA. You can find information about AAA and file your arbitration demand at https://www.adr.org/Support. You are also required to send a copy of the arbitration demand to us and you should send it by email to: info@livelargetech.com.
Fees & Costs. AAA’s Consumer Arbitration Rules will govern the allocation of arbitration fees and costs between you and LiveLarge. You are responsible for your own attorneys’ fees unless applicable law provides otherwise.
Arbitration Location and Procedure. Arbitration shall be initiated and take place in the city or county of your residence unless you and LiveLarge agree otherwise. If your claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of documents you and LiveLarge submit to the arbitrator. If your claim exceeds $25,000, you and LiveLarge may agree to conduct arbitration by videoconference or teleconference or conduct a document-only arbitration without any hearing. The arbitrator will have the discretion to require a telephonic or face-to-face hearing for any claim upon the request of a party.
Applicable Law. You and LiveLarge agree that both the substantive and procedural provisions of the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), shall govern the subject matter, formation, procedure, and enforcement of this Section. The statute of limitations laws, including statutes of repose, of the State of California, without regard to choice or conflict of law principles, will apply to any claims brought in arbitration.
Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Section, including but not limited to any claim that all or any part of this Section is void or voidable. The arbitrator shall also have exclusive authority to resolve all threshold issues of arbitrability, including whether a Dispute is subject to arbitration, issues relating to whether this Section is applicable, unconscionable, or illusory, and any defense to arbitration, including waiver, delay, laches, or estoppel. However, the parties agree that any issue concerning the validity of the class action waiver below must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver. The arbitrator shall be empowered to grant whatever relief would be available to you in your individual capacity in a court under law or in equity, including public injunctive relief. The arbitrator’s award shall be written and shall be binding on you and LiveLarge. To preserve the confidentiality of the arbitration proceedings, the arbitrator’s award shall not be entered as judgment in a court of law, unless you or LiveLarge fail to voluntarily satisfy the arbitration award within sixty (60) days after the arbitration award has been rendered.
Class Action Waiver. The parties further agree that the arbitration shall be conducted in each party’s respective individual capacity only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND LIVELARGE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NEITHER YOU NOR LIVELARGE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CONSUMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If a court (after exhaustion of all appeals) declares any of this Class Action Waiver unenforceable, then all other aspects of the case must be arbitrated first. After completing arbitration, the remaining (non-arbitrable) aspects of the case will then be decided by a court.
Small Claims Court. Subject to the Initial Dispute Resolution Requirement, either party may bring an individual action in small claims court consistent with the jurisdictional limits that apply to that forum.
Opt-Out Right. You may opt-out of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver within 30 days from the date you electronically sign this Agreement, by sending an email to info@livelargetech.com from the email that you used for the Reservation with “Opt-Out of Arbitration” in the subject line and, in the body of the email, your full name and address. Any opt-out of this provision does not affect the validity of any other arbitration agreement between you and LiveLarge. If you opt out of this provision and at the time you sign this Agreement you are bound by an existing agreement to arbitrate disputes with LiveLarge, that existing arbitration agreement will remain in full force and effect.
Severability. If any arbitrator or court determines that any part of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver is illegal or unenforceable, then such part will be eliminated and the remainder of Section 16, Dispute Resolution – Arbitration and Class Action Waiver will remain in force and effect and the unenforceable part shall be deemed to be modified solely to the extent necessary to make it enforceable.
Survival. This Section 16, Dispute Resolution – Arbitration and Class Action Waiver shall survive the end of this Agreement and/or your relationship with LiveLarge, including the end of any promotion or contest, opt-out of communication or other use or participation in any LiveLarge Product or Service.
Choice of Forum. Any Dispute(s) deemed not subject to arbitration shall be litigated exclusively by either party in the United States District Court for the Northern District of California. If the United States District Court for the Northern District of California lacks subject matter jurisdiction, then any Dispute(s) deemed not subject to arbitration shall be litigated exclusively by either party in the Superior Court of the State of California in the County of Santa Clara.
By agreeing to this Reservation Agreement, you acknowledge and agree to the terms and conditions of this Section 16, Dispute Resolution – Arbitration and Class Action Waiver.
17.Payment
Supported Payment Methods. Eligible payment methods are subject to change at any time. Direct deposit or wire transfer to LiveLarge’s bank account listed on the Reservation invoice or payments through a third-party payment service provider, Paypal, Inc. (“Paypal”), are the available options.
Payment with Third Party Payment Service Provider. You acknowledge and agree that when you elect to pay the Reservation Fee through Paypal (“Transactions”), the Transaction is solely between you and Paypal. You authorize Paypal to collect, analyze, and relay information generated in connection with Transactions. Transactions are subject to the terms and conditions governing your payment method and to any agreements between you and your financial institution. We are not party to the user agreements of the issuer of your payment method or your financial institution. Nothing in this Section 17 modifies any such terms governing your relationship with the issuer of your payment method or with your financial institution. In the event of inconsistency between this Section 17 and the terms of the issuer of your payment method or the terms of your financial institution, this Section 17 will govern the relationship between you and LiveLarge with respect to the Transactions, and the terms of your issuer of your payment method or your financial institution will govern the relationship between you and such issuer or financial institution.
18.Choice of Law
This Agreement, its subject matter and its formation, and any related non-contractual disputes or claims, are governed by the laws of the State of California, without regard to choice or conflict of law principles, except as otherwise provided in the Arbitration Agreement.
19.Text Messages, Notifications, and Telephone Calls
By agreeing to this Agreement, you understand that by providing your wireless telephone number(s) now or in the future, you consent to being contacted at those numbers or addresses using pre recorded artificial voice messages and/or automatic telephone dial devices with non-marketing information about your ADU, such as appointment reminders. You understand and agree that by providing your wireless telephone number you are consenting to receive calls or texts at that number. You also consent to receiving emails to any email address(es) you provide. You further understand and agree that these communications may contain your non-public information. You explicitly confirm that this consent covers the use of these contact methods to call or send text messages to the wireless telephone number(s) and to send text or email messages to the email address(es) you provide, for which you may incur a charge. Separately, we may seek your prior express written consent for marketing text messages or telephone calls. For all communications, you can control permission by contacting info@livelargetech.com.
20.Entire Agreement
Your Reservation confirmation, this Agreement, and our Terms and Conditions will be deemed the final and integrated agreement between you and us on the matters contained in this Agreement. It shall supersede all prior and contemporaneous representations, warranties, agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. In the event of any conflict between this Agreement, Terms and Conditions, this Agreement shall prevail.
21.Printed Agreement
A printed version of this Agreement and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.