Last Updated: March 8, 2016

Welcome, and thank you for your interest in Kabuni ("Kabuni," "we," or "us") and our mobile applications, website at www.kabuni.com, along with our related websites, networks, applications, and other services provided by us (collectively, our "Service"). These Terms of Use are a legally binding contract between you and the Kabuni entity specified in Section 21 regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY SIGNING UP FOR AN ACCOUNT OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE KABUNI PRIVACY POLICY (TOGETHER, THE "TERMS"). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service.

If you access or use the Service from the United States, or from any other region outside of Canada, all disputes between you and Kabuni will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 23 ("Dispute Resolution and Arbitration") for the details regarding your agreement to arbitrate any disputes with Kabuni.

  1. Kabuni Service Overview.
    Kabuni provides a technology platform that brings together designers and clients. Our technology allows clients to connect with designers in order to collaborate and share ideas. Clients can find and purchase products and donate to charity at checkout.
  2. Eligibility.
    You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. In order to purchase products, you must be located in the United States or Canada. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
  3. Accounts and Registration.
    To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us (see Section 25 for information on how to contact us).
  4. Designers.
    Kabuni lets you to interact with designers ("Designers") through the Service. Designers can help you discover new products and looks through their Inspiration Boards or by working with you directly at your request. If you are looking for a Designer, you may use the Designer-matching or search functions of our Service that help Kabuni users connect with Designers. These functions will provide you with a number of Designer options from which to choose. While we do our best to match you with the most appropriate Designers, we cannot guarantee the results of the Designer-matching or search functions on the Service. Designers can enter their credentials to indicate whether they are a member of a recognized professional association, such as the American Society of Interior Designers. Please note that we do not independently verify or monitor Designer credentials.
  5. Checkout and Payment
    1. Buying Products. If you are located in the U.S. or Canada, you may have the opportunity to purchase products through the Service (each, a "Product"). Some Products sold through the Service are sold directly to you by Kabuni ("Direct Products"). Other Products sold through the Service are sold to you by the artisan merchant ("Artisan") that made the Product ("Artisan Products"). When you buy Products through the Service, you are responsible for reading the full description of the Product before committing to buy it, and you will be entering into a legal contract with (a) Kabuni, when buying Direct Products, and (b) the applicable Artisan, when buying Artisan Products.

      ALL ARTISAN PRODUCTS ARE PURCHASED DIRECTLY FROM THE APPLICABLE ARTISAN AND ARE NOT SOLD TO YOU BY KABUNI. KABUNI IS NOT RESPONSIBLE FOR ANY DEFECTS IN ANY ARTISAN PRODUCTS OR FOR ANY FAILURE OF ANY ARTISAN PRODUCT TO COMPLY WITH ANY PRODUCT SAFETY OR OTHER LEGAL OR REGULATORY REQUIREMENTS.

      IN ADDITION, ALTHOUGH DESIGNERS CAN HELP YOU WITH DESIGN IDEAS, THEY ARE NOT RESPONSIBLE FOR THE PRODUCTS YOU PURCHASE THROUGH THE SERVICE.

      If you have any problems with any Products purchased through the Service, Kabuni’s customer service team is available to help. For information on how to contact us, see Section 25, below.
    2. Checking Out. Before you pay for any Products, you will have an opportunity to review and accept the prices (including any applicable taxes and shipping costs) that you will be charged. ALL FEES ARE IN CANADIAN DOLLARS. Kabuni will charge the payment method you specify at the time of purchase. You authorize Kabuni to charge all sums for the Products you select for purchase, to that payment method. If you pay any fees with a credit card, Kabuni may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
    3. Giving Back. Kabuni will donate 5% of its gross profit from each sale to a charitable campaign dedicated to reducing homelessness. At checkout, you will have the option to select the specific charitable campaign that will receive the donation in connection with your purchase.
    4. Shipping. During checkout, you may be able to select between different options for the shipping of your Products. Please note that more than one option of shipping may not be available, and shipping of some Products may not be available to certain locations. Kabuni makes no guarantee that all Products will be available to ship to your desired location.
  6. Returns
    Unless otherwise indicated, all products that are not Custom Products (see below) include a 15-day return policy, pursuant to which the unused product can be returned within 15 days of purchase for a full refund. The product must be unused and in its original packaging. You are responsible for paying for the cost of return shipping, unless the product was received in a damaged condition. All such refunds may take up to 30 days to process. The return policy does not apply to Custom Products (see below).
  7. Custom Products
    Some manufacturers may offer to create custom-designed products for sale through the Service ("Custom Products"). To request a Custom Product, you must be working with a Designer – you cannot request them directly from the manufacturer. With the help of a Designer, you will have the chance to agree on the specifications for the Custom Product and pay for the Custom Product through the Service. You may be required to provide a deposit for some Custom Products.

    NOTE THERE ARE NO RETURNS OR CANCELLATIONS POSSIBLE FOR CUSTOM PRODUCTS. Once you checkout to purchase a Custom Product, you will be responsible for paying for the Custom Product. Delivery times, shipping methods, and lead times will vary depending on the specifications of the Custom Product.
  8. User Content
    1. User Content Generally. Certain features of the Service may permit users to upload content to the Service, including messages, reviews, photos, video, images, folders, data, text, and other types of works ("User Content") and to publish User Content on the Service. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Service.
    2. Limited License Grant to Kabuni. By posting or publishing User Content, you grant Kabuni a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
    3. Limited License Grant to Other Users. By sharing User Content with other users of the Service or posting User Content to a public portion of the site (for example, to a Portfolio Board or Showroom), you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
    4. User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
      1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Kabuni and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Kabuni, the Service, and these Terms; and
      2. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Kabuni to violate any law or regulation.
    5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Kabuni may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Kabuni with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Kabuni does not permit copyright-infringing activities on the Service.
  9. Interactive Services
    1. The Service may also include interactive features and services, including social networking functionality, forums, message boards, ratings or review functionality, and similar services, in which you or third parties may send messages to other users, and create, post, or store profile data, pictures, ratings or reviews, and other content on the Service ("Interactive Services"). You are solely responsible for your use of Interactive Services and use them at your own risk. By using any Interactive Services, you agree not to post, transmit, distribute, upload, or otherwise disseminate through the Service any of the following:
      1. Materials that are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
      2. Material that violates, or that causes us or our affiliates, subsidiaries, or partners to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction;
      3. Material that infringes or violates, or that may infringe or violate, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available;
      4. Private or confidential information of any person or entity, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, credit card numbers, and any trade secrets or information for which you have any obligation of confidentiality or material that impersonates any person or entity, or misrepresents your affiliation with the Service or with any other person or entity;
      5. Material that is or contains any advertising or solicitation, including, without limitation, links to commercial products or services or any political campaigning (except in portions of the Service that are expressly designated as portions in which such Material is allowed, such as the posting of Promotions by non-commercial users);
      6. Viruses, corrupted data, or other harmful, disruptive, or destructive files; or
      7. Material that, in our sole judgment of, is objectionable, restricts or inhibits any person or entity from using or enjoying any Interactive Services or other portions of the Service, or which may expose us or our users to harm or liability of any nature.
    2. We take no responsibility and assume no liability for any material posted, stored, or uploaded by you or any third party, or for any loss or damage thereto. Although we have no obligation to screen, edit, or monitor any material posted on or transmitted through the Service, we reserve the right, and have absolute discretion, to remove, screen, and edit any material posted, stored, or transmitted on or through the Service at any time and for any reason without notice.
  10. Digital Millennium Copyright Act
    1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

      Kabuni Technologies, Inc.
      ATTN: Legal Department (Copyright Notification)
      200-375 Water Street
      Vancouver, BC, V6B 5C6
      Email: copyright@kabuni.com

      Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
      1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
      2. a description of the copyright-protected work or other intellectual property right that you claim has been infringed;
      3. a description of the material that you claim is infringing and where it is located on the Service;
      4. your address, telephone number, and email address;
      5. a statement by you that you have a good faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and
      6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
    2. Repeat Infringers. Kabuni will promptly terminate without notice the accounts of users that are determined by Kabuni to be "Repeat Infringers." A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Service at least twice.
  11. Prohibited Conduct.
    BY USING THE SERVICE YOU AGREE NOT TO:
    1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
    2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
    3. post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
    4. 11.4 interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
    5. 11.5 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
    6. 11.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
    7. 11.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 16) or any right or ability to view, access, or use any Material; or
    8. 11.8 attempt to do any of the acts described in this Section 11, or assist or permit any person in engaging in any of the acts described in this Section 11.
  12. Third-Party Services and Linked Websites.
    Kabuni may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on Kabuni with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as "like" or "share" buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
  13. Termination of Use; Discontinuation and Modification of the Service.
    You may terminate your account at any time by contacting customer service (see Section 25 for contact information). If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, Kabuni may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
  14. Privacy Policy; Additional Terms
    1. Privacy Policy. Please read the Kabuni Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The Kabuni Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
    2. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"), such as end-user license agreements for any downloadable software applications, the Designer Terms of Use, or rules that applicable to a particular feature or content on the Service, subject to Section 15. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
  15. Modification of these Terms.
    Kabuni may amend these Terms in the future. Kabuni will give you notice of any such amendment and the amendment will come into effect 24 hours after we provide the notice. Notice of any such amendment may be given in any of the following ways:
    1. By posting a notice of the amendments on Kabuni’s Website or within any mobile application used to access the Service, or
    2. By sending a notice of the amendments to you at the email address associated with your account.
    3. If you continue to use the Service after any amendment, it will mean that you accept that amendment. If you do not agree, then you may terminate your use of the Service.
    4. Transactions that are already in process prior to the effective date of the amendment will continue to be governed by the terms and conditions that were in effect at the date of the transaction. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
  16. Ownership; Proprietary Rights.
    The Service is owned and operated by Kabuni. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided by Kabuni are protected by intellectual property and other laws. All Materials included in the Service are the property of Kabuni or our third-party licensors. Except as expressly authorized by Kabuni, you may not make use of the Materials. Kabuni reserves all rights to the Materials not granted expressly in these Terms.
  17. Feedback.
    If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Kabuni an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
  18. Indemnity.
    You are responsible for your use of the Service, and you will defend and indemnify Kabuni and its affiliates, and its and their respective officers, directors, employees, consultants, subsidiaries and agents (together, the "Kabuni Entities") from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
  19. Disclaimers; No Warranties
    THE SERVICE AND ALL MATERIALS, CONTENT, AND PRODUCTS AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE KABUNI ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS, CONTENT, AND PRODUCTS AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE KABUNI ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE KABUNI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

    SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
  20. Limitation of Liability
    IN NO EVENT WILL THE KABUNI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY KABUNI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

    EXCEPT AS PROVIDED IN SECTION 23.4(iii), THE AGGREGATE LIABILITY OF THE KABUNI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO KABUNI FOR THE PURCHASE OF PRODUCTS THROUGH THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 20 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  21. Governing Law.
    1. If you are a resident of Canada, these Terms are an agreement between you and Kabuni Technologies, Inc., a British Columbia corporation, these Terms are governed by the laws of British Columbia, Canada, and you agree to submit to the personal and exclusive jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating any dispute relating in any way to these Terms, your use of the Service, or any items you purchase through the Service. We operate the Service from our offices in Vancouver, British Columbia, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
    2. If you are a resident of the United States, or any other jurisdiction outside of Canada, these Terms are an agreement between you and Kabuni USA, Inc., a Delaware corporation, these Terms are governed by the laws of the State of Delaware without regard to conflict of law principles, and you and Kabuni are subject to the arbitration provisions in Section 23. If you are a resident of the United States or any other jurisdiction outside of Canada, and if a lawsuit or court proceeding is permitted under these Terms, then you and Kabuni agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Newcastle County, Delaware, for the purpose of litigating any dispute.
  22. General.
    These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Kabuni regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 8 through 24, along with the Privacy Policy and any other accompanying agreements, will survive.
  23. Dispute Resolution and Arbitration.
    This Section 23 applies only to residents of the United States or any other jurisdiction outside of Canada.
    1. Generally. In the interest of resolving disputes between you and Kabuni in the most expedient and cost effective manner, if you are a resident of the United States or any other jurisdiction outside of Canada, you and Kabuni agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND KABUNI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    2. Exceptions. Despite the provisions of Section 23.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
    3. Arbitrator. Any arbitration between you and Kabuni will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Kabuni.
    4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). Kabuni's address for Notice is: Kabuni USA, Inc. c/o Corporation Trust Center 1209 Orange Street Wilmington, DE 19801. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Kabuni may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Kabuni must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Kabuni will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Kabuni in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
    5. Fees. If you commence arbitration in accordance with these Terms, Kabuni will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Newcastle County, Delaware, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Kabuni for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
    6. No Class Actions. YOU AND KABUNI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Kabuni agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    7. Modifications to this Arbitration Provision. If Kabuni makes any future change to this arbitration provision, other than a change to Kabuni's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Kabuni's address for Notice, in which case your account with Kabuni will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
    8. Enforceability. If Section 23.6 is found to be unenforceable or if the entirety of this Section 23 is found to be unenforceable, then the entirety of this Section 19 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 21 will govern any action arising out of or related to these Terms.
  24. Consent to Electronic Communications.
    By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
  25. Contact Information.
    The Service is offered by Kabuni Technologies, Inc. located at 200-375 Water Street, Vancouver, BC, V6B 5C6. You may contact us by sending correspondence to that address or by emailing us at support@kabuni.com. You may also contact us using the messaging service that is integrated with our website or mobile application.
  26. Notice Regarding Apple.
    If you are using our mobile applications on an iOS device, the terms of this Section 26 apply. You acknowledge that these Terms are between you and Kabuni only, not with Apple, and Apple is not responsible for the Service or its content. Apple has no obligation to furnish any maintenance or support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claim by you or any third party relating to the Service or your possession or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement or discharge of any third party claim that the Service or your possession and use of the mobile application infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of Section 12 of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 12 of these Terms against you. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

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