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Terms

Last Updated on May 16, 2019

IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE (THE “TERMS”) BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER HTTPS://CITRUS.LA/.  THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES.  THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.

The use of https://citrus.la/ (hereafter “Website”), which is owned and maintained by Citrus Technology Consulting LLC (“Citrus,” “we,” “our,” “us”), is governed by the terms and conditions set forth below.  We offer the Website, including all information, tools, and services available from the Website to you, the user, conditioned upon your acceptance of all terms and conditions stated here.  By accessing, using, or placing an order over the Website, you and your business agree to the terms set forth herein.  If you do not agree to these Terms in their entirety, you are not authorized to use the Website in any manner or form whatsoever.

THIS IS A BINDING AGREEMENT.  THESE TERMS AND CONDITIONS OF USE & SALE (“TERMS”) TOGETHER WITH OUR PRIVACY POLICY FORM A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND CITRUS.  THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY CITRUS, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE.

THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION.  ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION­­ 13.

Citrus reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Website.  It is your responsibility to check this page periodically for changes.  You can find the most recent version of these Terms on our Website. Use of the Website after such changes constitutes your acceptance of such changes.  Any new features or tools which are added to the current Website shall also be subject to the Terms.

  1. WEBSITE USE

The Website is intended for businesses operated by adults.  If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), operate a business, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.

  1. WEBSITE USER CONDUCT AND RESTRICTIONS-LICENSE TERMS

All aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads.  No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever.  The Citrus trademark and logo are proprietary marks of Citrus, and the use of those marks is strictly prohibited.  Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Citrus.

Subject to your continued strict compliance with all Terms, Citrus provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferrable license to use the Website.  You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.

If you purchase a subscription to Citrus software, or software made available by Citrus, Citrus provides to you a revocable, limited, non-exclusive, non-sublicenseable, non-transferrable license to use the software.  You acknowledge and agree that: (1) the software is copyrighted material under United States and international copyright laws that is exclusively owned by Citrus or a third party vendor; (2) you do not acquire any ownership rights in the software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the software without the express written permission of Citrus and/or applicable third party vendor; and (5) in the event of any permitted copying (e.g., from the Website to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. In addition, you agree to abide by any End User License Agreement connected with the use of any such software by any third party vendor.

You agree not to use or attempt to use the Website or any software in any unlawful manner or a manner harmful to Citrus.  You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website or use of the software including, but not limited to, refraining from:

  1. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Citrus’ reputation; hacking and other digital or physical attacks on the Website; and the violation of the rights of Citrus or any third party;
  2. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Citrus’ reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
  3. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; promoting the sale or use of illegal drugs; or that violates the intellectual property rights of another.
  4. OUR PRIVACY POLICY AND YOUR PERSONAL INFORMATION

We respect your privacy and the use and protection of your non-public, personal information.  Your submission of personal information through the Website is governed by our Privacy Policy.  Our Privacy Policy may be viewed here: https://citrus.la/privacy. Citrus reserves the right to modify its Privacy Policy in its reasonable discretion from time-to-time.  Our Privacy Policy is incorporated into this Agreement by reference.

  1. INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS

To access certain portions of the Website and/or to utilize certain software or services made available through the Website, you may be required to create an account with Citrus.  You warrant that the information you provide us is truthful and accurate, and that you are not impersonating another person.  You are responsible for maintaining the confidentiality of any password you may use to access your Citrus user account, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to your user account, to any third party.  You are fully responsible for all transactions with, and information conveyed to, Citrus under your user account.  You agree to immediately notify Citrus of any unauthorized use of your password or user name or any other breach of security related to your user account.  You agree that Citrus is not liable, and you will hold Citrus harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations.  Please see Section 15 below for additional information.

  1. ORDER PLACEMENT AND ACCEPTANCE

If you order any software, service, or product through the Website payment must be received by us before your order is accepted.  We may require additional information regarding your order if any required information was missing or inaccurate, and may cancel or limit an order any time after it has been placed.  Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order.

All software, services, and products are subject to availability.  We will notify you if any item is not available, the expected availability date, and may offer you an alternative software, product, or service.  If the availability of any software, product, or service is delayed and you do not wish to substitute the product or service, upon your request, we will cancel your order and if previously charged, your payment card will be fully refunded for that specific order.  We reserve the right to limit the sales of our software licenses, products, and services to any person, geographic region, or jurisdiction.  We may exercise this right on a case-by-case basis at our sole and exclusive discretion.

Your purchase order of software, products, and services is conditioned on you re-affirming your acceptance of this Agreement.

All advertised prices are in, and all payments shall be in, U.S. Dollars.

  1. PAYMENT AND CANCELLATION

If you wish to cancel Citrus license or purchase of any software or product or service, you must submit a cancellation request to us via our support email address at [email protected].  For monthly subscriptions, we require at least ten (10) days’ notice of cancellation by e-mail. If you provide such notice less than ten (10) days before the first day of your next subscription month, your credit card may still be charged. You will not be entitled to pro-rate your last month’s use, nor will you be entitled to any refund for any payments to Citrus.  Notwithstanding the foregoing, should any software or service provided by Citrus or any third party vendor allow or require different cancellation terms or conditions (including applicable cancellation timelines), those terms or conditions shall prevail and apply.

  1. SUBSCRIPTION TERMS AND AUTOMATIC PAYMENT

A Citrus user is responsible for paying all sums due to Citrus in connection with their purchased software license, products, services, and/or monthly subscription in accordance with these Terms.  The first fee payable in accordance with these Terms is due when the user account is set up and payment of the monthly fee is a condition of access.  Every calendar month, your account will be charged the applicable subscription fee plus applicable tax for the following month’s subscription, together with any other fees for the following month’s subscription plus any accumulated charges for the past period (collectively, “Fees”).  Failure by the Citrus user to use any of the software, products, or services available through the service or Website provided by Citrus does not relieve the Citrus user of their payment obligations under these Terms.

Potential users can pay by credit card or debit card.  Payment details shall be collected by through our secure financial data collection mechanism. Citrus utilizes a third party vendor to process all payments.  You acknowledge and agree that our third party vendor will hold data relating to the transaction, which may include the last four digits and the expiration date of the card used to purchase the products or services together with details on when payment is due.  The Citrus user further acknowledges and agrees that payments are due on a recurring basis in accordance with the payment terms for the specific software, product, or service purchased (unless the subscription is cancelled in accordance with these Terms) and therefore authorizes the automatic payment collection terms applicable to that specific service (e.g., on a monthly basis and for a specific amount).

IF YOU ARE A CITRUS USER WITH A MONTHLY SUBSCRIPTION AND YOU HAVE PROVIDED US WITH A VALID CREDIT OR DEBIT CARD NUMBER OR AN ALTERNATE PAYMENT METHOD, EACH PAYMENT WILL BE AUTOMATICALLY PROCESSED AT THE TIME OF YOUR DESIGNATED PAYMENT DATE (E.G., MONTHLY) AND WILL BE BILLED TO THE PAYMENT METHOD YOU PROVIDED TO US AT THE TIME OF YOUR ENROLLMENT.  IF YOU WISH TO CANCEL YOUR SUBSCRIPTION TO CITRUS, YOU MAY DO SO BY E-MAILING [email protected] AT LEAST TEN (10) DAYS BEFORE THE FIRST DAY OF YOUR NEXT SUBSCRIPTION MONTH.

Citrus reserves the right to immediately terminate a user’s account, access to the Website, and access to and use of all products, software, and/or service for any unpaid (in whole or part) period of the subscription (with or without notice).  Termination of products, software, and/or service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses.  In the event Citrus starts collection processes of any type, you will be liable for all collection costs, including legal fees and expenses, as provided in Section 15 below.

In addition to any Fees, Citrus may also charge applicable value added or other tax.

  1. PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITE

Products, services, software and prices may be posted on the Website. Citrus reserves the right, without notice, to discontinue products, software, or services or modify specifications and prices on products, software, and services without incurring any obligation to you.  Except as otherwise expressly provided for in these Terms, any price changes to your subscription or purchase of product(s), software, or services will take effect following email notice to you.

Price changes are effective immediately after the price change is posted. By accessing, using, subscribing or placing an order over the Website, you authorize Citrus to charge your account in the amount indicated for the value of the products, software, or services you select, including any future price changes. If you request a downgrade in products, software, or services, the downgrade (and corresponding price reduction) will become effective on the first day of the month following your requested downgrade. By your continued use of Citrus products, software, or services, and unless you terminate your subscription as provided herein, you agree that Citrus may charge your credit or debit card monthly for the products, software, or services you have selected, and you consent to any price changes for such products, software, or services.

Citrus takes reasonable steps to set forth correct prices on the Website and to accurately describe and display the items available on the Website.  If the correct price of our products, software, or services is higher than its stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

When ordering products, software, or services, please note that Citrus does not warrant that the descriptions are accurate, complete, current, or error-free.  All sales are deemed final except as provided in these Terms.  Citrus’ descriptions of, or references to, products, software, or services not owned by Citrus are not intended to imply endorsement of that products, software, or services, or constitute a warranty by Citrus.

  1. YOUR RESPONSIBILITES

You are solely and exclusively responsible for complying with any and all applicable laws and regulations, including, but not limited to, all laws governing advertising and marketing claims, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your business.  Citrus shall have no liability for your violation of any laws. Citrus shall not be responsible to collect or report any taxes which may apply to your business or sales of products or services by your business. You agree to indemnify Citrus as set out in Section 15 below in the event that you and/or your business violates any law and a claim is threatened or asserted against Citrus as a result.

  1. TESTIMONIALS, REVIEWS, AND PICTURES/VIDEOS

Citrus is pleased to hear from users and customers and welcomes your comments regarding our services and products. Citrus may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it.  Testimonials may be used for any form of activity relating to Citrus’ services or products, in printed and online media, as Citrus determines in its sole and exclusive discretion.  Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and your business may have using our services or products.

Anything that you submit or post to the Website and/or provide us, including without limitation, photographs, testimonials, ideas, know-how, techniques, questions, reviews, comments, and suggestions is and will be treated as non-confidential and non-proprietary, and we shall have the royalty-free, worldwide, perpetual, irrevocable, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, and create derivative works from such submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such submissions.

Additionally, Citrus reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use.  Citrus shall be under no obligation to use any, or any part of, any testimonial or product review submitted.

  1. DISCLAIMERS OF WARRANTIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:

THE WEBSITE AND ALL CONTENT, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITE, PRODUCTS, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (F) THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  1. LIMITATIONS OF LIABILITIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL CITRUS OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES, SOFTWARE, OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER CITRUS HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES.  THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE

IN NO EVENT SHALL CITRUS’ LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO CITRUS FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST CITRUS OCCURRED OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.

  1. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR AND YOUR BUSINESS’ RIGHTS.  EXCEPT WHERE PROHIBITED BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION.  YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.  YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.  HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

If you have a complaint, dispute, or controversy, you agree to first contact us at [email protected] to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of the Website, any product, service, or software, or your relationship with us that cannot be resolved through such informal process or through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof.  We agree that any claim we may have against you or your business will also be subject to this arbitration provision, except as provided in Sections 14 and 15 below. The arbitration will be conducted by a single neutral arbitrator in the English language in Los Angeles, California, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Mediation Procedures, in effect at the time of submission of the demand for arbitration.  The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, this arbitration provision, and any other terms incorporated by reference into these Terms. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Citrus.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules.  In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

The arbitrator shall follow the substantive law of the State of California without regard to its conflicts of laws principles.  Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

You and Citrus agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and Citrus expressly waive any right to pursue any class or other representative action against each other.

Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1 year period includes the 120-day informal resolution procedures described above).

This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.

This provision survives termination of your account or relationship with Citrus, bankruptcy, assignment, or transfer.  If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply.  If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION.  HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.

  1. CITRUS’ ADDITIONAL REMEDIES

In order to prevent or limit irreparable injury to Citrus, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Citrus or a third-party, Citrus shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Los Angeles, California restraining such breach, threatened breach, infringement, or threatened infringement.  Nothing in this Agreement shall be construed as prohibiting Citrus from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Los Angeles County, California for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.

  1. INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CITRUS, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSORS, INDEPENDENT CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSS, LIABILITIES, DAMAGES, EXPENSES, DEMANDS, AND COSTS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO ATTORNEYS’ FEES AND COSTS OF ANY LITIGATION OR OTHER DISPUTE RESOLUTION, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH OR RELATED TO (1) YOUR USE, MISUSE, OR ATTEMPT TO USE THE WEBSITE, SOFTWARE, PRODUCTS, OR SERVICES, (2) INFORMATION YOU SUBMIT OR TRANSMIT THROUGH THE WEBSITE, (3) YOUR BREACH OF THESE TERMS, THE DOCUMENTS THEY INCORPORATE BY REFERENCE, THE AGREEMENT, OR THE REPRESENTATIONS AND WARRANTIES PROVIDED BY YOU IN THIS AGREEMENT, OR (4) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD-PARTY.

  1. NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT

If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send Citrus a notice requesting that Citrus remove the materials or content from the Website.  If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send Citrus a counter-notice. Notices and counter-notices should be sent to Citrus, PO Box 11526, Burbank, CA 91510, or by e-mail to [email protected].

  1. THIRD-PARTY LINKS

The Website may contain links to other websites.  Citrus assumes no responsibility for the content or functionality of any non-Citrus website to which we provide a link.  Please see our Privacy Policy for more details.

  1. TERMINATION

This Agreement will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, otherwise submit information through the Website, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest.  If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Sections 10-16, and 24 through 33 of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Citrus.

Upon termination, you remain responsible for any outstanding payments to Citrus.

  1. NO WAIVER

No failure or delay on the part of Citrus in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement.  A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by Citrus.

  1. GOVERNING LAW AND VENUE

This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website, our Privacy Policy or any matter concerning Citrus, including your purchase and use or attempted use of any software, service or product, shall be governed exclusively by the laws of State of California without regard to its conflicts of laws principles.  To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement in these Terms, the parties agree any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Los Angeles, California, and you hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.  All such claims must be brought on an individual and non-class, non-representative basis, and you forever waive any right to bring such claims on a class wide or representative basis.

  1. FORCE MAJEURE

Citrus will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.

  1. ASSIGNMENT

Citrus may assign its rights under this Agreement at any time, without notice to you.  Your rights arising under this Agreement cannot be assigned without Citrus’ (or its assigns’) express written consent.

  1. ELECTRONIC SIGNATURE

All information communicated on the Website is considered an electronic communication.  When you communicate with Citrus through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically.  You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

  1. CHANGES TO THE AGREEMENT

You can review the most current version of the Terms at any time here, on the Website. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Policy, 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 following the posting of any changes to the Agreement constitutes acceptance of those changes.

  1. YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES

You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Website; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not re-sell, re-distribute, or export any product, software, or service that you order from the Website.  You further represent that Citrus has the right to rely upon all information provided to Citrus by you, and Citrus may contact you and your business by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website.

  1. SEVERABILITY

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

  1. ENTIRE AGREEMENT

These Terms, the Agreement, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and Citrus and governs your access and use of the Website and your ordering, purchasing, and use and/or attempted use of any service, software, or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Citrus.  We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to these Terms, the Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.

  1. CONTACTING US

If you have any questions or inquiries concerning any of the Terms, you may contact Citrus by e-mail at [email protected], or by phone at (833)-624-8787.