ELIQS TERMS OF USE AND SALE

Last updated April 19, 2019

     Eliqs, LLC (“Eliqs”, “us” or “we”) and its parent, subsidiary and affiliate entities worldwide (individually referred to herein as “Eliqs” or “the Company” or “we” or “us” or “our”) own and operate this website, www.Eliqs.com, (including websites accessed through mobile devices as well as downloadable mobile applications) (each referred to herein as a “Site” and collectively, the “Sites”). These Terms of Use and Sale (“Terms”) constitute a legally binding agreement made by and between Eliqs and the user of this Site (personally and, if applicable, on behalf of the entity for whom you are using the Site; collectively, “you”). The Terms govern your use of the retail, and other services we make available on this Site (“Services”).

     Alcoholic beverages may only be sold and delivered to individuals twenty-one (21) years or older. There must be an adult (21+) present to sign up for Eliqs’ services. A valid government-issued ID may be required upon delivery.

     Any sales of alcoholic beverages are solicited, offered, accepted, made, and delivered by licensed retailers who receive all orders.

BY ACCESSING OR USING ANY PART OF THE SITE OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS, WHICH CONTAIN AN ARBITRATION AGREEMENT, A WAIVER OF CLASS-ACTION RIGHTS, AND LIABILITY LIMITATIONS. YOU ALSO AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PRIVACY POLICY, WHICH DESCRIBES HOW WE COLLECT, USE AND DISCLOSE YOUR DATA AND WHICH IS INCORPORATED INTO THESE TERMS, AND YOU CONSENT TO SUCH COLLECTION, USE AND DISCLOSURE. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE THE SITE OR ANY SERVICES.

By viewing or using our Site, you acknowledge and agree to these Terms and those posted by us from time to time. Eliqs reserves the right to amend, change or modify these Terms at any time. No modification of these Terms by any party other than Eliqs shall be valid or enforceable against Eliqs unless expressly agreed to by Eliqs in a writing signed by an authorized Eliqs representative. When we post changes to these Terms, we will revise the “Last Updated” date at the top of the Terms. Your continued use of the Sites after any changes or revisions to these Terms become effective shall indicate your agreement with the terms of such revised and then-current Terms. You may be accessing our Site from a computer or mobile phone device and these Terms govern your use of the Site regardless of how you access it.

If you have any questions about these Terms, please contact us by email at info@eliqs.com.

  1. GENERAL
  2. Eligibility. To use the Site you must be, and represent       and warrant that you are, of legal age (18 years of age or older, or, if       you have parental consent, 13 years of age or older) and competence. By       using the Site on behalf of any third party, you are representing to us       that you are an authorized representative of that third party and that       your use of the Site constitutes that third party’s acceptance of these       Terms. In addition, if you have been previously prohibited from accessing       the Site or the website of any of our affiliates, you are not permitted       to access the Site.
  3. License       to Use the Site.       Subject to your compliance with these Terms, we grant you a limited,       non-exclusive, non-sublicensable, non-transferable, and revocable right       to access the Site and use the Services for your personal, non-commercial       use, and as we otherwise intend. Eliqs reserves the right to monitor the       Services for the purpose of determining that your usage complies with       these Terms.
  4. Prohibited       Conduct.       You may not use the Site or Services other than as expressly permitted by       Section 1.2 above. Without limitation, you will not, directly or       indirectly: (a) copy, reproduce, modify, distribute, display, create derivative       works of or transmit any content on the Site; (b) use the Services or       Site commercially; (c) reverse engineer, decompile, tamper with or       disassemble the technology used to provide the Services or Site (except       as and only to the extent any foregoing restriction is prohibited by a non-waivable provision of applicable law); (d) interfere with or damage       the Services, Site, or any underlying technology; (e) impersonate or       misrepresent your identity or affiliation; (f) attempt to obtain       unauthorized access to the Services or Site; (g) collect information about users of the Services, the Site, or the Service; (h) violate,       misappropriate or infringe a third party’s intellectual property or other       right, or any social media platform terms; (i) violate any law, rule, or       regulation, or (j) interfere with any third party’s ability to use or       enjoy, or our ability to provide, the Services or Site.
  5. Privacy       Policy. Eliqs’ Privacy Policy (eliqs.com/privacy-policy) (which describes how we collect, use and       disclose your data and your consent to such collection, use, and       disclosure) is incorporated into and is a part of these Terms.
  6. ACCOUNT REGISTRATION;      ACCOUNT USE
  7. Account       Registration.       If you create an account, you must provide us with complete and accurate       information. You must promptly update such information to keep it       complete and accurate. You are entirely responsible for maintaining the       confidentiality of your password and account. You are entirely       responsible for any and all activities that occur under your account. You       may not use anyone else’s account at any time. We may remove or reclaim       your username if we believe it is appropriate (such as in response to a       trademark claim).
  8. Security       of Your Account.       You agree to notify Eliqs immediately of any unauthorized use of your       account or any other breach of security. We will not be liable for any       loss, damages, liability, expenses or attorneys’ fees that you may incur       as a result of someone else using your password or account, either with       or without your knowledge, to the fullest extent permitted by applicable       law. You will be liable for losses, damages, liability, expenses and       attorneys’ fees incurred by Eliqs or a third party due to someone else       using your account.
  9. No       Obligation to Retain a Record of Your Account. Eliqs has no obligation to retain a record       of your account or any data or information that you may have stored for       your convenience by means of your account or the Services.
  10. PROMOTIONS
  11. Promo Codes. Eliqs may, from time to time in its sole discretion, offer       certain promotional codes for discounts. Promotional codes are       non-transferable and are not redeemable for cash, credit, or toward       previous purchases. The promotion code must be redeemed at the time of       checkout, unless otherwise advertised, and cannot retroactively be       applied to a purchase. There is no cash alternative. Furthermore,       promotional codes cannot be used in conjunction with any other offer or       promotional discount, and must be redeemed by the date published, if provided.       Lost promotional codes cannot be replaced. Limit one promotional code per       customer. Promotional codes are void where prohibited. Any promotional       program may be terminated or modified by Eliqs at any time in its sole       discretion.
  1. TERMS      OF SALE
         The following terms apply to your purchase of the products and services      offered on the Site, whether by way of “add-on” product, or otherwise      (“Products”).
  2. Product       Descriptions.       We try to make the Site thorough, accurate, and helpful to our customers.       Nonetheless, there may be times when certain information contained on the       Site may be incorrect, incomplete, inaccurate, or appear inaccurate       because of the browser, hardware, or other technology that you use. We       apologize in advance for any such errors that may result in an incorrect       price, inaccurate description, item unavailability or otherwise affect       your order. We reserve the right to correct errors (whether by changing       information on the Site or by informing you of the error and giving you       an opportunity to cancel your order) or to update Product information at       any time without notice.
  3. Availability       and Pricing. Eliqs       reserves the right to change the prices and available Products at any       time. Quantities of some Products may be limited and stock cannot always       be guaranteed. Products offered for sale on or through this Site are for       sale only in the United States and Canada and all prices are quoted in       U.S. dollars. We may occasionally make errors in the stated prices on       this Site. If a Product’s correct price is higher than the listed price,       we will, in our discretion, either confirm the correct price with you or       cancel your order and notify you of such cancellation.
  4. Purchasing       Products.       The display of Products on the Site invites you to make us an offer to       buy the Products. Your order is an offer to buy the Products, which we       accept only by shipping or delivering the Products ordered. Any       confirmation that you receive after placing an order does not constitute       an acceptance of your offer, and is subject to correction before shipment       in the event of inaccuracies, errors, Product unavailability, or for any       other reason.
  5. Orders. We have the right to refuse or limit any       orders, and to limit quantities. We will not be liable if a Product is unavailable       or if shipment is delayed. We may grant or deny cancellation requests for       individual orders in our sole and absolute discretion. We reserve the       right to provide substantially similar products to fulfill your order.
  6. Returns;       Damaged or Incomplete Shipment. If Products you receive differ materially from what you created       with Eliqs, if you receive a damaged or incomplete shipment of Products,       or if your order arrives later than promised, then you may receive a full       refund of the purchase price only, or a replacement, within fifteen (15)       days of receiving your order.  The       original shipping cost will not be refunded and you are required to pay       for return shipping costs. Any refunds or replacements are made solely in       our discretion.
  7. Payment. You authorize us (and any payment       processor) to charge your payment card for all purchases you make. We       accept the forms of payment stated on the Site and, for credit card       payments, charge your credit card when your order is processed. The bank       issuing your credit card may control when to release funds in the case of       an order cancellation or refund. We reserve the right to use the payment       information you provide us in connection with this payment to provide       better service to you should you wish to use our service again in the       future and to protect us from fraud and other losses. Completion of a       payment transaction is contingent upon: (a) you providing complete       personal, account, transaction and any other information needed, (b)       authorization of the payment by your credit or debit card company, and       (c) acceptance of your payment. You may cancel your payment prior to your       final submission of it to us. We may, in our sole discretion, cancel your       payment at any time by providing notice to you through your contact       information or by a notice when you attempt to make a payment. We may       cancel a payment or prevent you from initiating future payments for any       reason, including, without limitation, the following: (i) if you attempt       to use the Services in breach of any applicable law or regulation,       including the card network rules or regulations; (ii) if you use the       Services in breach of these Terms; (iii) if we suspect fraudulent,       unlawful or improper activity regarding a payment; (iv) if we detect, in       our sole discretion, that your payments have excessive disputes, high       reversal rates or present a relatively high risk of losses; or       (v) failure to cooperate in an investigation or provide additional       information when requested.
  8. Transfer       of Title and Risk of Loss/Damage. Title to and the risk of loss/damage of all Products passes from       us to you at the time we deliver the Products to the common carrier for       shipment. By purchasing Products on the Site for shipment, you are asking       us to engage a common carrier to deliver your order. In doing so, we are       providing a service to and acting on behalf of you. We reserve the right       to choose any and all procedures, packaging and the common carrier of       sold Products. We may not be able to have your order shipped to a post       office box, to certain addresses or on certain days. We reserve the right       to ship your order in multiple boxes or shipments.
  9. Taxes. Stated prices do not include any customs       duties, sales, use, value-added, excise, federal, state, local or other       taxes. You are solely responsible for the payment of such taxes related       to your purchase. We have the right to charge you for any taxes that we       believe we are required to pay or collect related to your purchase.
  10. Gift       Certificates.  Gift certificates do not expire.

  1. INTELLECTUAL PROPERTY; THIRD-PARTY CONTENT AND SERVICES
  2. Intellectual       Property Rights.       All content on the Site, or otherwise made available via the Site,       including the text, notes, graphics, photos, sounds, music, videos,       interactivities and the like (“Content”), the trademarks, service marks       and logos contained therein (“Marks”), the design of the Site and/or       Services (“Site Design”), and all software and other technology used to       provide the Site and/or Services (“Technology”), are owned by or licensed       to Eliqs and/or its affiliates. Content is provided to you “as is” for       your information and personal use only and may not be used, reproduced,       distributed, transmitted, broadcast, displayed, sold, licensed, or       otherwise exploited for any other purposes whatsoever. We reserve all rights       not expressly granted in and to the Site, Content, Marks, Site Design and       Technology. Using the Site and/or Services does not give you any       ownership of or right in or to any Content, Marks, Site Design or       Technology.
  3. Third-Party       Content.       The Site may contain information and content provided by third parties.       We have no obligation to monitor, we do not endorse, and we are not       liable for any third-party content. In addition, the Site may contain       links to third-party websites. Eliqs is not responsible for the content       on any linked site or any link contained in a linked site. We do not       endorse or accept any responsibility for the content on such third-party       sites.
  4. Third-Party       Services.       Third parties may offer their services directly to you through the Site. In       such case, you may be required to agree to the third party’s terms of       service and/or privacy policy to use the service. Eliqs will not be       liable in any way for the acts or omissions of such third party, the       terms of service or privacy policy of the third party or its failure to       adhere to its terms of service or privacy policy, or any loss, damages,       liability or expenses (including attorneys’ fees) that you may incur       arising from or related to such third party’s services or products.
  1. CONTRIBUTIONS TO ELIQS
         Any text, photographs, artwork, ideas, questions, reviews, comments,      suggestions or other content that you submit or post to the Site or      otherwise provide to us are referred to as “User Content.” The following      Terms apply to User Content:
  2. License       to Eliqs.       By sharing, submitting or uploading any User Content, you grant Eliqs a       worldwide, perpetual, irrevocable, non-exclusive, royalty-free,       sublicensable and transferable license to use, copy, distribute, display,       publish, perform, sell, transmit, adapt, translate, modify,       reverse-engineer, disassemble and create derivative works from your User       Content in any manner existing now or created in the future. Subject to       the license above, you retain ownership of User Content.
  3. Waiver       of Moral Rights. You irrevocably waive and agree not to assert any rights, including       any “moral rights,” that you have to prevent us from exploiting the       rights granted in Section 6.1.
  4. Right       to Name and Likeness. You also grant us the right to use and display the name, photograph       and any other biographical information that you submit with any User       Content (the “Information”) in connection with such User Content, and you       agree that you will not bring suit in law or equity against, and you       hereby release from any and all liability, Eliqs, any of its officers,       directors, members, managers, employees, agents, affiliates, and/or any       other person or entity on the grounds of libel, slander, or invasion of       privacy with regard to the Information or its use by Eliqs or such other       person or entity.
  5. Your       Responsibility for User Content. You acknowledge and agree that you are solely responsible for       all the User Content that you make available through the Site.       Accordingly, you represent and warrant that: (1) you have all rights,       licenses, consents, and releases necessary to grant Eliqs the required       rights to disseminate any User Content and (2) neither your User Content       nor your posting, uploading, publication, submission or transmittal of       this User Content or Eliqs’ use of your uploaded User Content (or any       portion thereof) on, through or by the means of the Site, will infringe,       misappropriate or violate a third party’s patent, copyright, trademark,       trade secret, moral rights or other intellectual property rights or       rights of publicity or privacy or result in the violation of any       applicable law or regulation.
  6. No       Obligations Regarding User Content. We will not have any obligation to hold any User Content in       confidence or compensate you or anyone else for its use. We have the       right to remove or edit any User Content for any reason or no reason at       all.
  7. INFRINGEMENT
  8. Infringement       Notification. Eliqs       respects the rights of others and we expect users of our Site and       Services to do the same. These Terms prohibit the infringement of the       copyrights of others, and it is also our policy that we may remove,       suspend, terminate access of, or take other appropriate action against       repeat offenders. We may also remove content that in our sole discretion       appears to infringe the intellectual property rights of others.
  9. How to File an Infringement Notification. If you have evidence, know, or have a good       faith belief that content residing on or accessible through our Site       infringes a copyright which you own or for which you are a designated       agent, please send a notice of infringement by fax, electronic mail or       regular mail to Eliqs’ designated Copyright Agent to receive       notifications of claimed infringement by one of the following means:

Written notification must be submitted by email, fax or mail to the following Eliqs Designated Agent:

Eliqs Designated Agent
11970 Montana Avenue, #103,

Los Angeles, CA, 90049

with the information that sets forth the items specified below:

  1. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY; NOTICE TO NEW      JERSEY RESIDENTS
  2. NO       WARRANTIES. THE SITE, SERVICES AND PRODUCTS ARE PROVIDED “AS AVAILABLE”       AND “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO       REPRESENTATIONS OR WARRANTIES OF ANY KIND. ELIQS DISCLAIMS TO THE FULLEST       EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY,       INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR       PURPOSE, TITLE AND NON-INFRINGEMENT. ELIQS DOES NOT WARRANT THAT ANY       PRODUCTS WILL BE IN STOCK, SAFE, DEFECT-FREE, CONFORM WITH WRITTEN OR       ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES,       OR THAT PRODUCTS WILL NOT BE LOST OR DAMAGED IN SHIPMENT. THIS PROVISION       IS NOT INTENDED TO DISCLAIM LIABILITY THAT WE MAY NOT DISCLAIM UNDER       APPLICABLE LAW.
  3. USE       OF SITE IS AT YOUR OWN RISK. ELIQS DOES NOT REPRESENT OR WARRANT THAT THE       SITE, SERVICES OR EMAILS SENT TO YOU WILL BE UNINTERRUPTED, ERROR-FREE,       SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ALL INFORMATION       WILL BE ACCURATE OR COMPLETE. YOU AGREE THAT YOUR USE OF THE SITE SHALL       BE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY       DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF       MATERIAL OR DATA. ELIQS MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR       PROMISE THAT THE PRODUCTS, SITE OR SERVICES WILL MEET YOUR REQUIREMENTS       OR ACHIEVE ANY PARTICULAR RESULTS. ELIQS WILL NOT BE RESPONSIBLE FOR ANY       THIRD-PARTY CONTENT OR SERVICES ON THE SITE, ANY LINKS TO THIRD-PARTY       WEBSITES OR ANY THIRD-PARTY WEBSITES. PACKAGING, LABELS AND INSTRUCTIONS       MAY CONTAIN MANUFACTURER DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT       APPLY TO THE PRODUCTS YOU PURCHASE. ELIQS MAKES ALL DISCLAIMERS IN THIS       PARAGRAPH ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS.
  4. NO       RESPONSIBILITY FOR THIRD-PARTY MATERIALS. ELIQS DOES NOT WARRANT,       ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE       ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY WEBSITE       FEATURED OR LINKED TO THROUGH THE SITE, AND ELIQS WILL NOT BE A PARTY TO       OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU       AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. ELIQS WILL NOT BE       LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU       VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE       FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL       PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
  5. NO       CONSEQUENTIAL DAMAGES. IN NO EVENT, TO THE FULLEST EXTENT PERMITTED BY       APPLICABLE LAW, WILL ELIQS, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS,       DIRECTORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY “ELIQS ” FOR       PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL,       SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE       PERFORMANCE, USE OF OR THE INABILITY TO USE THE SITE, SERVICES OR       PRODUCTS, EVEN IF ELIQS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH       DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE),       STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. ELIQS WILL NOT BE       LIABLE FOR THE COST OF REPLACEMENT PRODUCTS, LOSS OF REVENUE, OR LOSS OF       GOOD WILL.
  6. OUR       LIABILITY IS LIMITED. IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY       APPLICABLE LAW, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID       FOR THE PRODUCT(S) TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT       RELATE TO A PRODUCT, $99.99. THIS PROVISION IS NOT INTENDED TO EXCLUDE       LIABILITY THAT ELIQS MAY NOT EXCLUDE UNDER APPLICABLE LAW.
  7. NOTICE       TO NEW JERSEY RESIDENTS. Your rights are protected under the       Truth-in-Consumer Contract, Warranty and Notice Act and New Jersey law       generally.  The following provisions in these Terms do not apply to       you and are not intended to vary, diminish or alter your rights under New       Jersey law: specifically, nothing in these Terms limits, varies,       diminishes, affects, or otherwise voids or alters your rights under New       Jersey law as they relate to the following: limitations of liability or       exculpation (such as limitations on indirect, incidental, special,       exemplary, consequential or similar damages); dispute resolution;       indemnification; venue or jurisdiction; statutes of limitation or repose       periods for bringing claims; plain language requirements; and       warranties.  Your rights regarding these specific provisions will be       governed by New Jersey law.  In the event of any conflict between       these Terms and New Jersey law, New Jersey law shall govern.
  8. INDEMNITY
         You agree to defend, indemnify and hold harmless Eliqs, its affiliates and      their respective directors, officers, employees and agents (the      “Indemnified Parties”) from and against any and all claims, damages,      losses, liabilities and expenses (including attorneys’ fees) incurred in      connection with any third-party claim brought or asserted against any of      the Indemnified Parties: (a) alleging facts or circumstances that would,      if true, constitute a violation of any provision of these Terms by you or      (b) arising from or related to our use of your User Content in the context      of the Services. You may not settle any such claim without our express      written consent. This defense and indemnification obligation is intended      to extend to the fullest extent permitted by applicable law and will      survive these Terms and your use of the Site.
  9. TERMINATION; SURVIVAL
  10. Term. These Terms are effective unless and       until terminated by us. We may, in our sole and absolute discretion and       without any liability, modify, suspend or discontinue any aspect of the       Site, temporarily or permanently, at any time and without prior notice.
  11. Modification       and Termination of Site and Services. We may modify or terminate the Site or the       Services, your access to the Services, in part or as a whole, at any       time, for any or no reason, and without notice or liability to you.
  12. Suspension       or Termination.       We may deny you access to all or part of the Site at any time for any       reason (including if you violate these Terms, as determined in our sole       and absolute discretion) or no reason at all. If we terminate for no       reason your right to access the Site, we will fulfill our obligations to       you related to any orders outstanding at the time of termination.
  13. Effect of Termination. If you terminate your account, you will remain liable under       these Terms for any purchase made prior to termination. If we terminate       your right to access the Site, these Terms will terminate and all rights       you have to access the Site will immediately terminate. The following       provisions will survive termination: 1.3, 1.4, 2, 4.4, 4.5, 5 through 9,       10.4, 11, and 12.
  14. DISPUTES
         You and Eliqs agree that any dispute that has arisen or may arise between      us relating in any way to your use of or access to the Services or Site,      the Products, any breach, enforcement, or termination of these Terms, or      otherwise relating to Eliqs in any way (collectively, “Covered Matters”)      will be resolved in accordance with the provisions set forth in this      Section 11.
  15. Informal       Resolution.       If you have any dispute with us, you agree that before taking any formal       action, you will contact us at info@eliqs.com provide a brief, written description of the dispute and your       contact information (including your username, if your dispute relates to       an account) and allow sixty (60) days to pass, during which we will       attempt to reach an amicable resolution of any issue.
  16. Applicable       Law. United States federal       law, and (to the extent not inconsistent with or pre-empted by federal       law) the laws of the State of California, without regard to conflict of       laws principles, will govern all Covered Matters.
  17. Arbitration. By using the Sites, you agree that any       dispute in any manner arising out of or relating in any way to these       Terms, shall be submitted to binding arbitration with Judicial       Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to JAMS’       arbitration rules, held before a single neutral arbitrator in the Los       Angeles, California area. The parties to arbitration may use legal       counsel at their own expense, and the prevailing party shall be entitled       to its reasonable attorney’s fees. All costs of arbitration (including       arbitrator fees) shall be paid by Eliqs, except only that if you bring       the arbitration, you may be charged an initial filing fee that shall not       exceed the filing fees that you would incur for bringing an action in       court. This provision will not affect any claimant’s rights to seek       relief from small claims court. Claims brought on behalf of or allegedly       representing or including other persons or entities, including but not       limited to any class, consolidated, representative, collective or private       attorney general action, shall be a “Class Action.” Notwithstanding       anything else in these Terms or the JAMS rules, any parties subject to       this arbitration provision shall be barred from bringing or participating       in any Class Action related to a dispute covered by this arbitration       provision. However, if these Class Action restrictions are ever deemed       illegal or unenforceable, they shall be severed from this arbitration       provision. In that event, any Class Action shall by exempted from this       arbitration provision and brought in court. This arbitration provision is       subject to the Federal Arbitration Act, and may be enforced in any court of       competent jurisdiction.
  18. Award. For matters where the relief sought is over       $5,000, the arbitrator’s decision will include the essential findings and       conclusions upon which the arbitrator based the award. The arbitrator       will decide the substance of all claims in accordance with applicable       law, including recognized principles of equity, and will honor all claims       of privilege recognized by law. The arbitrator’s award of damages must be       consistent with the terms of the “Limitation of Liability” section as to       the types and the amounts of damages for which a party may be held       liable. The arbitrator shall not be bound by rulings in prior       arbitrations involving different users, but is bound by rulings in prior       arbitrations involving the same Eliqs user to the extent required by       applicable law. The arbitrator’s award shall be final and binding, and       judgment on the award rendered by the arbitrator may be entered in any       court having jurisdiction thereof. THE ARBITRATOR MAY AWARD RELIEF       (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF       THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO       PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY       RELIEF AWARDED CANNOT AFFECT OTHER USERS.
  19. Exceptions. There are only two exceptions to this       agreement to arbitrate:

1.     First, if either party reasonably believes that the other party has in any manner violated or threatened to infringe the intellectual property rights of the other party, the party whose rights have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction.

2.     Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in Los Angeles County, California, if the claim and the parties are within the jurisdiction of the small claims court and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

  1. Costs       of Arbitration.       Payment of all filing, administration, and arbitrator fees will be       governed by the JAMS’s rules, unless otherwise stated in this agreement       to arbitrate. If the value of the relief sought is $5,000 or less, at       your request, Eliqs will reimburse you for all filing, administration,       and arbitrator fees associated with the arbitration following the earlier       of the arbitrator’s decision or settlement. In the event the arbitrator       determines the claim(s) you assert in the arbitration to be frivolous or       without merit, Eliqs is relieved of its obligation to reimburse you for       any fees associated with the arbitration.
  2. Future       Amendments to the Agreement to Arbitrate. Notwithstanding any provision in the Terms       to the contrary, you and we agree that if we make any amendment to this       agreement to arbitrate in the future, that amendment shall not apply to       any claim that was filed in a legal proceeding against Eliqs prior to the       effective date of the amendment. The amendment shall apply to all other       disputes or claims governed by the agreement to arbitrate that have       arisen or may arise between you and Eliqs. If you do not agree to these       amended terms, you may close your account within thirty (30) days of the       posting or notification and you will not be bound by the amended terms.
  3. Judicial       Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the       agreement to arbitrate above is found not to apply to you or to a       particular claim or dispute, either as a result of your decision to opt       out of the agreement to arbitrate, as a result of a decision by the       arbitrator or a court order or because you have chosen to file an       eligible lawsuit in small claims court, you agree that any claim or       dispute that has arisen or may arise between you and Eliqs must be       resolved exclusively by a state, federal, or small claims court located       in Los Angeles County, California. You and Eliqs agree to submit to the       exclusive personal jurisdiction of the courts located within Los Angeles       County, California for the purpose of litigating all such claims or       disputes.
  4. Opt-Out. IF YOU ARE A NEW ELIQS USER, YOU CAN CHOOSE       TO REJECT THE AGREEMENT TO ARBITRATE PROVISION (“OPT-OUT”) BY EMAILING US       AN OPT-OUT NOTICE TO: info@eliqs.com (“OPT-OUT NOTICE”) OR VIA US MAIL TO: 11970 MONTANA       AVENUE, #103, LOS ANGELES, CA, 90049. THE OPT-OUT NOTICE MUST BE RECEIVED       NO LATER THAN THIRTY (30) DAYS AFTER THE DATE YOU ACCEPT THESE TERMS FOR       THE FIRST TIME. IF YOU ARE NOT A NEW ELIQS USER, YOU HAVE UNTIL THIRTY       (30) DAYS AFTER THE POSTING OF THE NEW TERMS TO SUBMIT AN ARBITRATION       OPT-OUT NOTICE.
  5. Procedure. In order to opt-out, you must email       your name, address (including street address, city, state, and zip code),       and email address(es) associated with your Account(s) to which the       opt-out applies and an unaltered digital image of a valid driver’s       license which matches the name on your account to: info@eliqs.com. This procedure is the only way you can opt       out of the agreement to arbitrate. If you opt out of the agreement to       arbitrate, all other parts of these Terms and this Disputes Section 11       will continue to apply to you. Opting out of this agreement to arbitrate       has no effect on any previous, other, or future arbitration agreements       that you may have with us.
  6. WAIVER. BY AGREEING TO THESE TERMS, YOU HEREBY       IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN       SMALL CLAIMS COURT AS PROVIDED ABOVE) OR TO SERVE AS A REPRESENTATIVE, AS       A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR       TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT,       ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD       PARTIES.
  7. STATUTE OF LIMITATIONS.  REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY       CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE,       SERVICES, OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM       OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.  THIS       PROVISION DOES NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.
  1. GENERAL TERMS
  2. Force       Majeure.       Under no circumstances shall Eliqs or its licensor or supplier be held       liable for any delay or failure in performance resulting directly or       indirectly from an event beyond its reasonable control.
  3. No       Waiver; Severability. No waiver of any term of these Terms will be binding unless in       writing, no waiver of any term of these Terms will be deemed a further or       continuing waiver of such term or any other term, and the failure of Eliqs       to exercise or enforce any right or remedy in these Terms does not waive       that right or remedy. The provisions of these Terms are intended to       extend only to the fullest extent permitted by applicable law. If for any       reason an arbitrator or a court of competent jurisdiction finds any       provision of these Terms to be invalid, the parties agree that the court       should endeavor to give effect, to the maximum extent permitted by law,       to the parties’ intentions as reflected in the provision, and the other       provisions of these Terms will remain in full force and effect.
  4. Miscellaneous. These Terms (and all policies, terms and       conditions referenced herein) constitute the entire agreement between you       and Eliqs and govern your use of the Site, Services and products provided       by Eliqs, and supersede any prior agreements between you and Eliqs on the       subject matters. You also may be subject to additional terms that may       apply when you use certain Eliqs services or third-party content, links       or websites. These Terms, and any rights or licenses granted hereunder,       may not be assigned or delegated by you. These Terms, and any rights or       licenses granted hereunder, may be assigned or delegated by Eliqs without       restriction. These Terms bind and inure to the benefit of each party and       the party’s successors and permitted assigns. These Terms may not be       modified by an oral statement by a representative of Eliqs. A party’s       failure or delay in exercising any right, power or privilege under these       Terms will not waive its rights to exercise such right, power, or       privilege in the future, nor will any single or partial exercise of any       right, power or privilege preclude any other or further exercise of such       right, power, or privilege, or the exercise of any other right, power, or       privilege under these Terms. No agency, partnership, joint venture or       employee-employer relationship is intended or created by these Terms. You       agree to comply with all applicable laws in your use of the Site and       Services. You agree that any agreements made by and between you and us in       electronic form are as legally binding as if made in physical written       form. These Terms will not be construed against the drafter. “Include(s)”       or “including” means, respectively, “include(s), without limitation,” or       “including, without limitation,”, unless expressly stated otherwise. If       you are using the Site or Services for or on behalf of the U.S. or any       other government, your license rights do not exceed those granted to       non-government consumers.
  5. Use       Outside the United States of America. The Site is controlled and offered by Eliqs       from the United States of America. Eliqs makes no representations that       the Site is appropriate for use in other locations. Those who access or       use the Site from other locations do so at their own risk and are       responsible for compliance with local law. You consent to the processing       in the United States of America of information you provide to us.
  6. Notices and Electronic Communications. You hereby consent to       receiving and transacting with us by electronic means. We may deliver       notice to you by e-mail, posting a notice on the Site or any other method       we choose and such notice will be effective on dispatch. If you give       notice to us, it will be effective when received and you must use the following physical: Eliqs, 1545 W 134th St., Unit F, Gardena, CA, 90249 or email address: hello@eliqs.com