Terms and Conditions

1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you,

whether personally or on behalf of an entity (“you”) and 17 Rivers Trading Company

LLC ("Company," “we," “us," or “our”), concerning your access to and use of this website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).  You agree that by

accessing the Site, you have read, understood, and agreed to be bound by all of

these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF

USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND

YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site

from time to time are hereby expressly incorporated herein by reference. We reserve

the right, in our sole discretion, to make changes or modifications to these Terms of

Use at any time and for any reason. We will alert you about any changes by updating

the “Last updated” date of these Terms of Use, and you waive any right to receive

specific notice of each such change. Please ensure that you check the applicable

Terms every time you use our Site so that you understand which Terms apply. You

will be subject to, and will be deemed to have been made aware of and to have

Custom Branding accepted, the changes in any revised Terms of Use by your continued use of the Site

after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any

person or entity in any jurisdiction or country where such distribution or use would be

contrary to law or regulation or which would subject us to any registration

requirement within such jurisdiction or country. Accordingly, those persons who

choose to access the Site from other locations do so on their own initiative and are

solely responsible for compliance with local laws, if and to the extent local laws are

applicable.

The Site is intended for users who are at least 18 years old. Persons under the age

of 18 are not permitted to use or register for the Site.

2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code,

databases, functionality, software, website designs, audio, video, text, photographs,

and graphics on the Site (collectively, the “Content”) and the trademarks, service

marks, and logos contained therein (the “Marks”) are owned or controlled by us or

licensed to us, and are protected by copyright and trademark laws and various other

intellectual property rights and unfair competition laws of the United States,

international copyright laws, and international conventions. The Content and the

Marks are provided on the Site “AS IS” for your information and personal use only.

Except as expressly provided in these Terms of Use, no part of the Site and no

Content or Marks may be copied, reproduced, aggregated, republished, uploaded,

posted, publicly displayed, encoded, translated, transmitted, distributed, sold,

licensed, or otherwise exploited for any commercial purpose whatsoever, without our

express prior written permission.

3. USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you

submit will be true, accurate, current, and complete; (2) you will maintain the

accuracy of such information and promptly update such registration information as

necessary; (3) you have the legal capacity and you agree to comply with these Terms

of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not

access the Site through automated or non-human means, whether through a bot,

script, or otherwise; (6) you will not use the Site for any illegal or unauthorized

purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete,

we have the right to suspend or terminate your account and refuse any and all

current or future use of the Site (or any portion thereof).

4. USER REGISTRATION

You may be required to register with the Site. You agree to keep your password

confidential and will be responsible for all use of your account and password. We

reserve the right to remove, reclaim, or change a username you select if we

determine, in our sole discretion, that such username is inappropriate, obscene, or

otherwise objectionable.

5. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we

make the Site available. The Site may not be used in connection with any

commercial endeavors except those that are specifically endorsed or approved by

us.

As a user of the Site, you agree not to:

Trick, defraud, or mislead us and other users, especially in any attempt to learn

sensitive account information such as user passwords.

Circumvent, disable, or otherwise interfere with security-related features of the

Site, including features that prevent or restrict the use or copying of any

Content or enforce limitations on the use of the Site and/or the Content

contained therein.

Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

Use any information obtained from the Site in order to harass, abuse, or harm

another person.

Make improper use of our support services or submit false reports of abuse or

misconduct.

Use the Site in a manner inconsistent with any applicable laws or regulations.

Engage in unauthorized framing of or linking to the Site.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses,

or other material, including excessive use of capital letters and spamming

(continuous posting of repetitive text), that interferes with any party’s

uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts,

alters, or interferes with the use, features, functions, operation, or maintenance

of the Site.

Engage in any automated use of the system, such as using scripts to send

comments or messages, or using any data mining, robots, or similar data

gathering and extraction tools.

Delete the copyright or other proprietary rights notice from any Content.

Attempt to impersonate another user or person or use the username of

another user.

Upload or transmit (or attempt to upload or to transmit) any material that acts

as a passive or active information collection or transmission mechanism,

including without limitation, clear graphics interchange formats (“gifs”), 1×1

pixels, web bugs, cookies, or other similar devices (sometimes referred to as

“spyware” or “passive collection mechanisms” or “pcms”).

Interfere with, disrupt, or create an undue burden on the Site or the networks

or services connected to the Site.

Harass, annoy, intimidate, or threaten any of our employees or agents

engaged in providing any portion of the Site to you.

Attempt to bypass any measures of the Site designed to prevent or restrict

access to the Site, or any portion of the Site.

Copy or adapt the Site’s software, including but not limited to Flash, PHP,

HTML, JavaScript, or other code.

Except as permitted by applicable law, decipher, decompile, disassemble, or

reverse engineer any of the software comprising or in any way making up a

part of the Site.

Except as may be the result of standard search engine or Internet browser

usage, use, launch, develop, or distribute any automated system, including

without limitation, any spider, robot, cheat utility, scraper, or offline reader that

accesses the Site, or using or launching any unauthorized script or other

software.

Use a buying agent or purchasing agent to make purchases on the Site.

Make any unauthorized use of the Site, including collecting usernames and/or

email addresses of users by electronic or other means for the purpose of

sending unsolicited email, or creating user accounts by automated means or

under false pretenses.

Use the Site as part of any effort to compete with us or otherwise use the Site

and/or the Content for any revenue-generating endeavor or commercial

enterprise.

Use the Site to advertise or offer to sell goods and services.

Sell or otherwise transfer your profile.

6. USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. 

7. CONTRIBUTION LICENSE

You agree that we may access, store, process, and use any information and personal

data that you provide following the terms of the Privacy Policy.

8. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of

these Terms of Use; (2) take appropriate legal action against anyone who, in our sole

discretion, violates the law or these Terms of Use, including without limitation,

reporting such user to law enforcement authorities; (3) in our sole discretion and

without limitation, refuse, restrict access to, limit the availability of, or disable (to the

extent technologically feasible) any of your Contributions or any portion thereof; (4) in

our sole discretion and without limitation, notice, or liability, to remove from the Site or

otherwise disable all files and content that are excessive in size or are in any way

burdensome to our systems; and (5) otherwise manage the Site in a manner

designed to protect our rights and property and to facilitate the proper functioning of

the Site.

9. PRIVACY POLICY

We care about data privacy and security. By using the Site, you agree to be bound by

our Privacy Policy posted on the Site, which is incorporated into these Terms of Use.

Please be advised the Site is hosted in the United States. If you access the Site from

any other region of the world with laws or other requirements governing personal

data collection, use, or disclosure that differ from applicable laws in the United

States, then through your continued use of the Site, you are transferring your data to

the United States, and you agree to have your data transferred to and processed in

the United States.

10. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE

RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE

OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING

BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR

FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY

REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS

OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE

YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT

AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,

WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from

registering and creating a new account under your name, a fake or borrowed name,

or the name of any third party, even if you may be acting on behalf of the third party.

In addition to terminating or suspending your account, we reserve the right to take

appropriate legal action, including without limitation pursuing civil, criminal, and

injunctive redress.

11. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any

time or for any reason at our sole discretion without notice. However, we have no

obligation to update any information on our Site. We also reserve the right to modify

or discontinue all or part of the Site without notice at any time. We will not be liable to

you or any third party for any modification, price change, suspension, or

discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience

hardware, software, or other problems or need to perform maintenance related to the

Site, resulting in interruptions, delays, or errors. We reserve the right to change,

revise, update, suspend, discontinue, or otherwise modify the Site at any time or for

any reason without notice to you. You agree that we have no liability whatsoever for

any loss, damage, or inconvenience caused by your inability to access or use the

Site during any downtime or discontinuance of the Site. Nothing in these Terms of

Use will be construed to obligate us to maintain and support the Site or to supply any

corrections, updates, or releases in connection therewith.

12. GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in

accordance with the laws of the State of Alabama applicable to agreements made

and to be entirely performed within the State of Alabama, without regard to its conflict

of law principles.

13. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim

related to these Terms of Use (each "Dispute" and collectively, the “Disputes”)

brought by either you or us (individually, a “Party” and collectively, the “Parties”), the

Parties agree to first attempt to negotiate any Dispute (except those Disputes

expressly provided below) informally for at least thirty (30) days before initiating

arbitration. Such informal negotiations commence upon written notice from one Party

to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the

Dispute (except those Disputes expressly excluded below) will be finally and

exclusively resolved through binding arbitration. YOU UNDERSTAND THAT

WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT

AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted

under the Commercial Arbitration Rules of the American Arbitration Association

("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer

Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA

website: www.adr.org. Your arbitration fees and your share of arbitrator compensation

shall be governed by the AAA Consumer Rules and, where appropriate, limited by

the AAA Consumer Rules. If such costs are determined by the arbitrator to be

excessive, we will pay all arbitration fees and expenses. The arbitration may be

conducted in person, through the submission of documents, by phone, or online. The

arbitrator will make a decision in writing, but need not provide a statement of reasons

unless requested by either Party. The arbitrator must follow applicable law, and any

award may be challenged if the arbitrator fails to do so. Except where otherwise

required by the applicable AAA rules or applicable law, the arbitration will take place

in Marshall, Alabama. Except as otherwise provided herein, the Parties may litigate in

court to compel arbitration, stay proceedings pending arbitration, or to confirm,

modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall

be commenced or prosecuted in the state and federal courts located in Marshall,

Alabama, and the Parties hereby consent to, and waive all defenses of lack of

personal jurisdiction, and forum non conveniens with respect to venue and

jurisdiction in such state and federal courts. Application of the United Nations

Convention on Contracts for the International Sale of Goods and the Uniform

Computer Information Transaction Act (UCITA) is excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be

commenced more than one (1) years after the cause of action arose. If this provision

is found to be illegal or unenforceable, then neither Party will elect to arbitrate any

Dispute falling within that portion of this provision found to be illegal or

unenforceable, and such Dispute shall be decided by a court of competent

jurisdiction within the courts listed for jurisdiction above, and the Parties agree to

submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the

Parties individually. To the full extent permitted by law, (a) no arbitration shall be

joined with any other proceeding; (b) there is no right or authority for any Dispute to

be arbitrated on a class-action basis or to utilize class action procedures; and (c)

there is no right or authority for any Dispute to be brought in a purported

representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions

concerning informal negotiations and binding arbitration: (a) any Disputes seeking to

enforce or protect, or concerning the validity of, any of the intellectual property rights

of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,

invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this

provision is found to be illegal or unenforceable, then neither Party will elect to

arbitrate any Dispute falling within that portion of this provision found to be illegal or

unenforceable and such Dispute shall be decided by a court of competent jurisdiction

within the courts listed for jurisdiction above, and the Parties agree to submit to the

personal jurisdiction of that court.

14. CORRECTIONS

There may be information on the Site that contains typographical errors,

inaccuracies, or omissions, including descriptions, pricing, availability, and various

other information. We reserve the right to correct any errors, inaccuracies, or

omissions and to change or update the information on the Site at any time, without

prior notice.

15. DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE

THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE

RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL

WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND

YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR

REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE

SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE

AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1)

ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,

RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY

UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR

ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION

STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF

TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN

HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE

SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY

CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND

INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,

TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT

WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY

PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY

THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR

MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING,

AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR

MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY

PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A

PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT,

YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE

APPROPRIATE.

16. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE

LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,

CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE

DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR

OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,

OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS

OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE

AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND

INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED

WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF

THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR

LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL

RIGHTS.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries,

affiliates, and all of our respective officers, agents, partners, and employees, from

and against any loss, damage, liability, claim, or demand, including reasonable

attorneys’ fees and expenses, made by any third party due to or arising out of: (1)

use of the Site; (2) breach of these Terms of Use; (3) any breach of your

representations and warranties set forth in these Terms of Use; (4) your violation of

the rights of a third party, including but not limited to intellectual property rights; or (5)

any overt harmful act toward any other user of the Site with whom you connected via

the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to

assume the exclusive defense and control of any matter for which you are required to

indemnify us, and you agree to cooperate, at your expense, with our defense of such

claims. We will use reasonable efforts to notify you of any such claim, action, or

proceeding which is subject to this indemnification upon becoming aware of it.

18. USER DATA

We will maintain certain data that you transmit to the Site for the purpose of

managing the performance of the Site, as well as data relating to your use of the Site.

Although we perform regular routine backups of data, you are solely responsible for

all data that you transmit or that relates to any activity you have undertaken using the

Site. You agree that we shall have no liability to you for any loss or corruption of any

such data, and you hereby waive any right of action against us arising from any such

loss or corruption of such data.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS,

AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic

communications. You consent to receive electronic communications, and you agree

that all agreements, notices, disclosures, and other communications we provide to

you electronically, via email and on the Site, satisfy any legal requirement that such

communication be in writing. YOU HEREBY AGREE TO THE USE OF

ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS,

AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF

TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You

hereby waive any rights or requirements under any statutes, regulations, rules,

ordinances, or other laws in any jurisdiction which require an original signature or

delivery or retention of non-electronic records, or to payments or the granting of

credits by any means other than electronic means.

20. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint

Assistance Unit of the Division of Consumer Services of the California Department of

Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento,

California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

21. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in

respect to the Site constitute the entire agreement and understanding between you

and us. Our failure to exercise or enforce any right or provision of these Terms of Use

shall not operate as a waiver of such right or provision. These Terms of Use operate

to the fullest extent permissible by law. We may assign any or all of our rights and

obligations to others at any time. We shall not be responsible or liable for any loss,

damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Terms of Use is determined to be

unlawful, void, or unenforceable, that provision or part of the provision is deemed

severable from these Terms of Use and does not affect the validity and enforceability

of any remaining provisions. There is no joint venture, partnership, employment or

agency relationship created between you and us as a result of these Terms of Use or

use of the Site. You agree that these Terms of Use will not be construed against us

by virtue of having drafted them. You hereby waive any and all defenses you may

have based on the electronic form of these Terms of Use and the lack of signing by

the parties hereto to execute these Terms of Use. Your Terms and Conditions section is like a contract between you and your customers. You make information and services available to your customers, and your customers must follow your rules.