Terms and Conditions

CHECKEDOUT LLC TERMS OF SERVICE

Last Updated: 07/20/2020

THESE TERMS (“Terms”) are an Agreement between CheckedOut, LLC, a limited liability company formed under the laws of the State of Texas (“CheckedOut”) and each Registered User (“Registered User”) of the CheckedOut Platform, services, features, software, or website (the “CheckedOut Platform”). All users are required to review and be bound by these Terms in order to participate on the CheckedOut Platform. You agree to these Terms by installing, accessing, or using the CheckedOut Platform. IF YOU DISAGREE WITH ANY PORTION OF THESE TERMS, YOU CANNOT PARTICIPATE AS A USER OF THE CHECKEDOUT PLATFORM. PLEASE CAREFULLY REVIEW THESE TERMS BECAUSE THEY IMPACT YOUR RIGHTS, RELIEF, AND LIABILITY.

Scope of CheckedOut Services.

  1. The CheckedOut Platform provides a platform for restaurants, bars, or other venues to manage and control their bookings, reservations, and orders from a centralized platform, or to engage in any other activities that may be provided by the CheckedOut Platform from time to time (collectively the “CheckedOut Services”). Content and CheckedOut Services may be accessed by users of the CheckedOut Platform.
  2. As the provider of the CheckedOut Platform, CheckedOut is not acting as an agent in any capacity for any Registered User.
  3. CheckedOut has no control over and does not guarantee the existence, quality, safety, suitability, or accuracy of any messages or chats sent or received through the CheckedOut Platform. You should always exercise due diligence and care when deciding whether to communicate and interact with other Registered Users, whether online or in person.
  4. If you choose to use the CheckedOut Platform, your relationship with CheckedOut is limited to being an independent third-party user, and not an employee, agent, joint venturer, or partner of CheckedOut for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of CheckedOut.
  5. The CheckedOut Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. CheckedOut is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by CheckedOut of such Third-Party Services.
  6. The Third-Party Services can include links to third-party service providers (“Third-Party Service Providers”) on parts of the CheckedOut Platform. CheckedOut is not responsible or liable for any actions or inactions of the Third-Party Service Providers, in any way shape or form. Links to such Third-Party Service Providers or any other links provided are not an endorsement by CheckedOut of such Third-Party Service Providers.
  7. Due to the nature of the Internet, CheckedOut cannot guarantee the continuous and uninterrupted availability and accessibility of the CheckedOut Platform. CheckedOut may restrict the availability of the CheckedOut Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the CheckedOut Platform. CheckedOut may improve, enhance and modify the CheckedOut Platform and introduce new services from time to time.

Eligibility, Using the CheckedOut Platform, Registered User Verification.

  1. You must be at least 18 years old to access and use the CheckedOut Platform. By accessing or using the CheckedOut Platform, you represent and warrant that you are 18 or older.
  2. User verification on the Internet is difficult and CheckedOut does not assume any responsibility for the confirmation of any Registered User’s identity.

Modification of These Terms.

CheckedOut reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to the Terms, we will post the revised terms on the CheckedOut Platform and update the “Last Updated” date at the top of them. We will also provide you with notice, as appropriate, of the modifications by email before the date they become effective. If you disagree with the revised Terms, you must terminate your participation in the CheckedOut Platform with immediate effect by deleting your account and ceasing all use of the CheckedOut Platform. If you do not terminate your use before the date the revised Terms become effective, your continued access to or use of the CheckedOut Platform will constitute acceptance of the revised Terms.

Account Registration; Acceptable Devices or Software.

  1. You must register an account ("CheckedOut Account") to access and use features of the CheckedOut Platform. If you are registering a CheckedOut Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
  2. You can register a CheckedOut Account using an email address and creating a password. In order to register, you will need to provide, at a minimum, the following information: your name, address, and email. You may be able to register your account with certain third-party social networking services, such as fcaebook or Google (“SNS Account”).
  3. You may be asked to provide additional optional information during the registration process for your CheckedOut Account including, but not limited to, your location, phone number, and other various preferences.
  4. You must provide accurate, current and complete information during the registration process and keep your CheckedOut Account and profile page information up-to-date at all times.
  5. You cannot register more than one CheckedOut Account unless CheckedOut authorizes you to do so. You may not assign or otherwise transfer your CheckedOut Account to another party.
  6. You are responsible for maintaining the confidentiality and security of your CheckedOut Account credentials and may not disclose your credentials to any third party. You must immediately notify CheckedOut if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your CheckedOut Account. You are liable for any and all activities conducted through your CheckedOut Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
  7. You must provide certain devices, software, and data connections to use the CheckedOut Platform, which we otherwise do not supply. For as long as you use the CheckedOut Services, you consent to downloading and installing updates to the CheckedOut Platform, even automatically. CheckedOut is not responsible, nor liable, directly or indirectly, for any download, installation, use, transmission failure, interruption, or delay of the CheckedOut Services or the CheckedOut Platform, or any third party content, services, or advertisements due to data, connectivity, or other internet issues due to such devices, software, and data connections. CheckedOut is likewise not responsible, nor liable, directly or indirectly, for any data charges or service fees associated with such devices, software, and data connections.
  8. CheckedOut may, at its sole discretion, enable Registered Users to: (i) create, upload, post, send, receive and store content, such as text, photos, or other materials and information on or through the CheckedOut Platform ("Registered User Content"); and (ii) access and view Registered User Content and any content that CheckedOut itself makes available on or through the CheckedOut Platform, including proprietary CheckedOut content and any content licensed or authorized for use by or through CheckedOut from a third party ("CheckedOut Content") and together with Registered User Content, ("Collective Content").
  9. CheckedOut is not responsible for any Registered User Content on the CheckedOut Platform. Registered User Content is uploaded by Registered Users at their own risk and Registered Users must ensure their postings, messages, and chats comply with these Terms.
  10. The CheckedOut Platform, CheckedOut Content, and Registered User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the CheckedOut Platform and CheckedOut Content, including all associated intellectual property rights, are the exclusive property of CheckedOut and/or its licensors or authorizing third-parties. You will not remove, alter, reproduce, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the CheckedOut Platform, CheckedOut Content or Registered User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of CheckedOut used on or in connection with the CheckedOut Platform and CheckedOut Content are trademarks or registered trademarks of CheckedOut in the United States. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the CheckedOut Platform, CheckedOut Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
  11. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the CheckedOut Platform or Collective Content, except to the extent you are the legal owner of certain Registered User Content or 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 CheckedOut or its licensors, except for the licenses and rights expressly granted in these Terms.
  12. Subject to your compliance with these Terms, CheckedOut grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) download and use CheckedOut mobile apps, as they become available, on your personal device(s); and (ii) access and view any Collective Content made available on or through the CheckedOut Platform and accessible to you, solely for your personal and non-commercial use.
  13. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Registered User Content on or through the CheckedOut Platform, you grant to CheckedOut a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such Registered User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Registered User Content to provide and/or promote the CheckedOut Platform in any media. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Registered User Content on or through the CheckedOut Platform, you also grant to CheckedOut a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such Registered User Content for all marketing, advertising, research, and development purposes, including, without limitation, the provision of such Registered User Content to third-parties as outlined in our Privacy Policy. Unless you provide specific consent, CheckedOut does not claim any ownership rights in any Registered User Content aside from the permissions granted in this Section V(f) and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Registered User Content.
  14. You are solely responsible for all Registered User Content that you make available on or through the CheckedOut Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Registered User Content that you make available on or through the CheckedOut Platform or you have all rights, licenses, consents and releases that are necessary to grant to CheckedOut the rights in and to such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your posting, uploading, publication, submission or transmittal of the Registered User Content or CheckedOut' use of the Registered User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
  15. You will not post, upload, publish, submit or transmit any Registered User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information), or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any CheckedOut policy. CheckedOut may, without prior notice, remove or disable access to any Registered User Content that CheckedOut finds to be in violation of these Terms or CheckedOut’s then-current policies or standards, or otherwise may be harmful or objectionable to CheckedOut, its Registered Users, third parties, or property.

Relationship Between CheckedOut, Registered Users, and Third Parties Recommended, Rated, Reviewed, or Otherwise Suggested or Mentioned by Registered Users.

The CheckedOut Platform connects Registered Users and allows them to initially communicate. CheckedOut is not itself a provider of any services outside the scope of the CheckedOut Platform and is not affiliated with any Registered User or third party that is recommended, rated, reviewed, or otherwise mentioned or suggested by Registered Users. CheckedOut also does not screen any messages or communications to ensure they meet the qualifications required by the Registered User seeking advice or recommendations. OUTSIDE OF THE CHECKEDOUT PLATFORM, CHECKEDOUT IS NO LONGER INVOLVED IN THE RELATIONSHIP BETWEEN ANY PARTIES. IT IS YOUR RESPONSIBILITY TO EXERCISE DUE DILIGENCE AND CARE WHEN DECIDING WHETHER TO COMMUNICATE AND INTERACT WITH OTHER REGISTERED USERS OR THIRD-PARTY SERVICE PROVIDERS, WHETHER ONLINE OR IN PERSON. CHECKEDOUT DOES NOT GUARANTEE, NOR ARE WE LIABLE FOR: (I) THE OUTCOME OF ANY MESSAGE, CHAT, COMMUNICATION, OR SUGGESTION PROVIDED TO YOU THROUGH THE CHECKEDOUT PLATFORM; OR (II) ANY ACTION OR INACTION TAKEN BY ANY REGISTERED USER OR THIRD-PARTY SERVICE-PROVIDER OUTSIDE OF THE CHECKEDOUT PLATFORM.

Prohibited Activities.

You are solely responsible for compliance with any and all laws, rules, or regulations that may apply to your use of the CheckedOut Platform and any sale or transaction consummated therein. In connection with your use of the CheckedOut Platform, you will not and will not assist or enable others to:

You acknowledge that CheckedOut has no obligation to monitor the access to or use of the CheckedOut Platform by any Registered User or to review, disable access to, or edit any Registered User Content, but has the right to do so to: (i) operate, secure and improve the CheckedOut Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Registered Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Registered User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Registered Users agree to cooperate with and assist CheckedOut in good faith, and to provide CheckedOut with such information and take such actions as may be reasonably requested by CheckedOut with respect to any investigation undertaken by CheckedOut or a representative of CheckedOut regarding the use or abuse of the CheckedOut Platform.

If you feel that any Registered User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who: (i) engages in offensive, violent or sexually inappropriate behavior; (ii) you suspect of stealing from you; or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to CheckedOut by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

Term and Termination.

Without limiting our rights specified below, CheckedOut may terminate these Terms and your use of or access to the CheckedOut Services a for convenience at any time and for any reason, including:

  1. Your material breach of your obligations under these Terms;
  2. Your violation of applicable laws, regulations, or third party rights, or
  3. If CheckedOut believes in good faith that such action is reasonably necessary to protect the personal safety or property of CheckedOut, its Registered Users, or third parties (for example, in the case of fraudulent behavior of a Registered User).

In addition, CheckedOut may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights; (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the CheckedOut Account registration or thereafter; or (iv) CheckedOut believes in good faith that such action is reasonably necessary to protect the personal safety or property of CheckedOut, its Registered Users, or third parties, or to prevent fraud or other illegal activity:

  1. Refuse to surface, delete, or delay any Registered User Content;
  2. Limit your access to or use of the CheckedOut Platform;
  3. Temporarily or permanently revoke any special status associated with your CheckedOut Account; or
  4. Temporarily or permanently suspend your CheckedOut Account.

When these Terms and your use of or access to the CheckedOut Services have been terminated, you are not entitled to a restoration of your CheckedOut Account or any of your Registered User Content. If your access to or use of the CheckedOut Platform has been limited or your CheckedOut Account has been suspended or terminated by us, you may not register a new CheckedOut Account or access and use the CheckedOut Platform through a CheckedOut Account of another Registered User.

  1. YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THIRD-PARTY SERVICE PROVIDERS. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “CHECKEDOUT PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE STATUTE OR LAW WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
  2. YOU AGREE THAT YOU HAVE HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO INVESTIGATE THE CHECKEDOUT PLATFORM, LAWS, RULES, OR REGULATIONS THAT MAY BE APPLICABLE TO YOUR USE OF THE CHECKEDOUT PLATFORM AND THAT YOU ARE NOT RELYING UPON ANY STATEMENT OF LAW OR FACT MADE BY CHECKEDOUT.
  3. THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY.

THE CHECKEDOUT PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY SERVICE PROVIDERS FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OUR SERVICES, OR THE CONTENT OR SERVICES OF ANY THIRD-PARTY SERVICE PROVIDERS, EVEN IF THE CHECKEDOUT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS, WHICHEVER IS LOWER. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE CHECKEDOUT PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

YOU AGREE TO RELEASE, DEFEND (AT CHECKEDOUT’S OPTION), INDEMNIFY, AND HOLD CHECKEDOUT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, 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:

  1. YOUR BREACH OF THESE TERMS OR OUR POLICIES OR STANDARDS;
  2. YOUR IMPROPER USE OF THE CHECKEDOUT PLATFORM OR ANY CHECKEDOUT SERVICES;
  3. YOUR INTERACTION WITH ANY REGISTERED USER, INCLUDING WITHOUT LIMITATION ANY INJURIES, LOSSES OR DAMAGES (WHETHER COMPENSATORY, DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE) OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF SUCH INTERACTION;
  4. YOUR BREACH OF ANY LAWS, REGULATIONS, OR THIRD-PARTY RIGHTS; OR
  5. YOUR USE OF LINKS TO, OR CONNECTION WITH, ANY THIRD-PARTY SERVICE PROVIDERS, INCLUDING WITHOUT LIMITATION ANY INJURIES, LOSSES OR DAMAGES (WHETHER COMPENSATORY, DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE) OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF SUCH INTERACTION.

Dispute Resolution.

  1. This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States but bring any claim against CheckedOut in the United States (to the extent not in conflict with Section XV(a), below).
  2. Overview of Dispute Resolution Process. CheckedOut is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section XIV(a) applies: (1) an informal negotiation directly with CheckedOut’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section).
  3. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and CheckedOut each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact CheckedOut’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at adr.org) provided to the other party, as specified in the AAA Rules.
  4. Agreement to Arbitrate. You and CheckedOut mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the CheckedOut Platform or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and CheckedOut agree that the arbitrator will decide that issue.
  5. Exceptions to Arbitration Agreement. You and CheckedOut each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction:
    1. (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and
    2. (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
  6. Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at adr.orgor by calling the AAA at 1–800–778–7879.
  7. Modification to AAA Rules - Arbitration Hearing/Location. Any required arbitration hearing may be conducted (a) in Dallas County; (b) in any other location to which you and CheckedOut both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
  8. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
  9. In the event that any portion of the Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
  10. Notwithstanding the provisions of Section III, if CheckedOut changes this Section XIV after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of CheckedOut’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and CheckedOut in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
  11. Except as provided in Section XIV(j), this Section XIV will survive any termination of these Terms and will continue to apply even if you stop using the CheckedOut Platform or terminate your CheckedOut Account.

General Provisions.

  1. Governing Law. These Terms will be interpreted in accordance with the laws of the State of Texas and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section XIV must be brought in state or federal court in Chicago, Illinois, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Chicago, Illinois.
  2. Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between CheckedOut and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between CheckedOut and you in relation to the access to and use of the CheckedOut Platform.
  3. Restriction on Assignability or Transfer. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without CheckedOut's prior written consent. CheckedOut may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate these Terms by immediately discontinuing your use of and access to the CheckedOut Services and the CheckedOut Platform at any time remains unaffected.
  4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
  5. CheckedOut’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
  6. Unless specified otherwise, any notices or other communications to Registered Users permitted or required under these Terms, will be in writing and given by CheckedOut via email, CheckedOut Platform notification, or messaging service.
  7. Questions? If you have any questions about these Terms please email us.