Left Side Lion LLC – Terms and Conditions of Use

Last Updated on September 13, 2017


Left Side Lion, LLC and its affiliates, joint ventures, partners, subsidiaries and parent companies (collectively, “LSL”, “us”, “we” or “our”) are pleased to provide the user (“You”) with access to and use of our websites (“Site”), content, products, goods, services, email, promotions, software, technology and any other materials (collectively, “LSL Services” or “Services”) that we may provide.

 

THE LSL SERVICES ARE NOT INTENDED FOR ANYONE UNDER THE AGE OF 13. IF YOU ARE 13 TO 17 YEARS OF AGE, YOU MUST ACCESS AND/OR USE ANY LSL SERVICES ONLY WITH THE INVOLVEMENT OF YOUR PARENT OR LEGAL GUARDIAN.

 

  1. Contract Between You and Us.

These Terms and Conditions of Use (“Terms”) form a legally binding agreement between you and LSL, and govern your access and use, and our provision of, the LSL Services and any other technology, items or other materials on which these Terms are posted.

 

BY ACCESSING OR USING ANY LSL SERVICE, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND ANY AMENDMENTS THERETO, AND YOU AGREE AND REPRESENT YOU ARE AT LEAST 13 YEARS OF AGE. PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY LSL SERVICES, ESPECIALLY SINCE THESE TERMS MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMIITING YOUR RIGHT TO BRING A LAWSUIT— SEE SECTION 6 BELOW FOR RESOLUTION OF DISPUTES BETWEEN YOU AND LSL. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY LSL SERVICES.

 

From time to time, supplemental terms and conditions may apply to certain LSL Services, such as rules for a particular physical fitness contest, sweepstakes, competition, activity, or terms that may accompany certain content, email, software or other materials accessible through the LSL Services (“Supplemental Terms”). Supplemental Terms are incorporated and made a material part of the Terms.

  1. Fees: You can find the current subscription fees and other charges for the Service (the “Fees”) posted on the Site where the Service(s) is/are located. You agree to pay all subscription Fees and other Fees (including any applicable taxes) incurred in connection with your access to the Service, at the rates in effect when the charges were incurred. We may change the Fees, or add new Fees, upon prior notice to you either by e-mail or publishing the changes on the Site pages where the Service is located. You agree that changes shall be effective when posted on the Site pages where the Service is located; you further acknowledge any changes in Fees does not effect your then-current subscription as fully described in this Section 1(C)-(D).

 

  1. Payment. For any Service you purchase, you authorize Fees to be billed to the means of payment you designate (for example, the PayPal account or credit card you designate via the Site, or the credit card you designate for a third party app store). You agree to provide a valid means of payment and accurate, complete and updated information required by the subscription registration form. By submitting your means of payment (e.g., credit card or PayPal account) as the form of payment, you represent and warrant that your use of such means of payment is authorized and that all information that you submit is authorized and that all information that you submit is true and accurate (including, without limitation, credit card and/or account number and expiration date). In doing so, you also authorize charges to your means of payment for all amounts payable by you based on the subscription/billing plan you selected, including, but not limited to, all Fees and any applicable taxes. Failure to comply with any provision under these Terms may result in the immediate suspension or termination of your access to the Service with no refund.

 

  1. Promotion Period. We, from time to time in our sole discretion, may choose to offer new users of the Service(s) a discounted and/or promotion period (i.e., a period during which the user may access the Service or some part of it without paying the entire Fee) (the “Promotion Period”). In the event we exercise our right to offer a Promotion Period, you acknowledge and agree that under no event will you be permitted to adjust, receive credit or reimbursement, or otherwise receive a refund for any amount paid by you under your then-current Fees.

 

  1. No Refund. You will not receive a refund for the then-current fitness challenge Fees. For example, if you have purchased the 30-Day Fitness Challenge (or any other fitness Challenge which LSL may offer from time to time) and paid the entire Fee, and prior to, or during, the fitness challenge you elect to discontinue your subscription, your subscription will expire at the end of the current fitness challenge, but subscription Fee for the then-current fitness challenge will not be refunded.

ALL SALES ARE FINAL. LSL WILL NOT GIVE FULL OR PARTIAL REFUNDS FOR SERVICES THAT YOU HAVE PURCHASED REGARDLESS OF THE BASIS FOR THE REFUND REQUEST.

  1. No Retroactive Distribution. You will not receive retroactive distributions for any Services distributed to other users prior to your actual sign-up date. For example, if You purchase the 30-Day Physical Fitness Challenge on the fifth (5th) day of the fitness challenge, You will not receive a distribution for any Services (including, but not limited to, e-mail workout regiments) distributed to users on the first through fourth day of the 30-Day Physical Fitness Challenge. Users who purchase a Promotional Period shall only receive the Services under the Promotional Period regardless of the user’s actual sign-up date. As another example, if you sign up for the “last fifteen day” promotional period on the twelve (12th) day of the fitness challenge, you will only receive a distribution for the Promotional Period service days (i.e., the last fifteen days).

 

  1. Eligibility for Grand Prize. You are only eligible to win the grand prize under any fitness challenge if you begin the physical challenge on the first day and complete the entire fitness challenge. For example, if you purchase the 30-Day Physical Fitness Challenge on the fifth (5th) day of the fitness challenge, you will not be considered for a chance to win the grand prize for any then-current fitness challenge. You acknowledge and agree, however, that we, in our sole discretion, may elect to consider you for a grand prize even if You do not begin the physical fitness challenge on Day 1 but otherwise fully comply with any and all other fitness challenge requirements.
  2. Changes to These Terms.

We may in our sole and absolute discretion change these Terms from time to time to comply with laws or to meet our changing business requirements. These revisions shall be effective on you and for new users immediately upon being posted to the LSL Site. If you do not agree with any of the changes, you must discontinue using any and all LSL Services. BY CONTINUING TO USE ANY LSL SERVICES AFTER ANY CHANGES ARE POSTED, YOU EXPRESSLY ACCEPT ANY APPLICABLE CHANGES. Please note our employees, customer service representatives, coaches, or other agents are not authorized to modify any provision of these Terms, either verbally or in writing.

  1. LSL’s Intellectual Property; Limited License to LSL Services.
  2. Ownership. You acknowledge and agree that the LSL Services, and any logos, names, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, proprietary or other rights arising therefrom are owned by LSL, or its affiliates, partners, or licensors. Furthermore, you acknowledge and agree that the source and object code of certain LSL Services (such as our e-mail and its content) and the format, structure and organization of the same are the intellectual property, proprietary and confidential information of LSL and its affiliates, partners, and licensors. You expressly agree that you will do nothing inconsistent with LSL’s ownership of the LSL Services, and that you gain no rights, title, or interest in or to any LSL Services, except as stated in these Terms or any executed written agreement between you and LSL. In addition, except as expressly set forth in these Terms, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of LSL or any third party. You acknowledge and represent that You are only subscripting to the LSL Services for your individual, private, non-commercial household use and enjoyment and that no part of the Service will be viewed, reproduced, and/or distributed beyond your sole use; you represent no part of the Services will be viewed or received by any location which is a commercial establishment.
  3. Third Party Services and Content. Certain LSL Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials (“Third-Party Services”). We do not review or control any Third-Party Services. We additionally make no claim or representation regarding, and accept no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from our websites, e-mails, software or any other element of the LSL Services. There is no implied affiliation, endorsement or adoption by LSL of these Third-Party Services and we shall not be responsible for any content provided on or through these Third-Party Services. You should read the terms of use and privacy policies that apply to these Third-Party Services. Certain goods, products, opinions, advice, statements, or other information, including without limitation, food, nutrition and exercise data, may be made available by third parties through or in connection with the LSL Services (“Third-Party Content”). This Third-Party Content belongs to the respective owners, authors and/or providers of the applicable Third-Party Content and these owners, authors and/or providers are solely responsible for the Third-Party Content they provide in connection with the LSL Services. LSL DOES NOT: (I) GUARANTEE THE MERCHANTABILITY, FITNESS, ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT ON ANY LSL SERVICE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE MERCHANTABILITY, FITNESS, ACCURACY OR RELIABILITY OF ANY PRODUCT, OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY AS PART OF ANY THIRD-PARTY CONTENT. UNDER NO CIRCUMSTANCES WILL LSL BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RECEIPT OR RELIANCE ON THIRD-PARTY CONTENT GIVEN OR POSTED ON THE LSL SERVICES OR TRANSMITTED TO OR BY ANY THIRD-PARTY IN CONNECTION WITH THE LSL SERVICES.
  4. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THE LSL SERVICES, INCLUDING WITHOUT LIMITATION, ANY GOODS, PRODUCTS, SERVICES, WEBSITES, EMAILS, HEALTH AND WELLNESS CONTENT AND ADVICE, AND NUTRITIONAL ADVICE OR INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE LSL SERVICES, THIRD-PARTY SERVICES, OR THIRD-PARTY CONTENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE MAKE NO GUARANTEE OR WARRANTY THAT THE LSL SERVICES, THIRD-PARTY SERVICES, OR THIRD-PARTY CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. WE FURTHER MAKE NO GUARANTEE OR WARRANTY AS TO THE PARTICULAR HEALTH, FITNESS, AND WELLNESS GOALS, RESULTS, BENEFITS OR OUTCOMES THAT MAY BE ACHIEVED OR OBTAINED THROUGH USE OF ANY LSL SERVICES. YOU AGREE TO USE THE LSL SERVICES AT YOUR SOLE RISK.

YOU WILL NOT HOLD LSL OR ITS THIRD-PARTY SERVICE PROVIDERS, JOINT VENTURES, PARTNERS, AND LICENSORS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE LSL SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR BODY, COMPUTERS OR DATA, AS THE LSL SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.

YOU ACKNOWLEDGE THAT WE DO NOT CONTROL ANY ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD PARTIES ON OR THROUGH OUR WEBSITES, SOCIAL MEDIA, AND/OR E-MAILS, INCLUDING WITHOUT LIMITATION, INFORMATION, GOODS, OR PRODUCTS PROVIDED BY LICENSE TO US FROM THIRD PARTIES. CERTAIN WARRANTIES WITH RESPECT TO PARTICULAR PRODUCTS/SERVICES ACCESSED FOR SALE THROUGH OUR WEBSITES, SOCIAL MEDIA, AND EMAILS MAY BE AVAILABLE THROUGH MANUFACTURERS’ WARRANTIES, THOUGH NOT THROUGH LSL; PLEASE READ THE WARRANTIES INCLUDED IN THE DOCUMENTATION PROVIDED ALONG WITH THOSE PRODUCTS/SERVICES FOR FURTHER DETAILS. EXCEPT AS OTHERWISE AGREED IN WRITING, WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE FITNESS, MERCHANTABILITY, ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF THIRD-PARTY CONTENT, THIRD-PARTY SERVICES, OR THIRD-PARTY PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OUR WEBSITES.

4. Your Content and Account.

A. User Generated Content. The LSL Services may allow you and users of our websites, e-mails, and social media to communicate, submit, upload or otherwise make available text, reviews, stories, images, photos, audio, video, media, chats, personally identifiable information (including health, wellness and nutritional data), feedback about your or our products and services, or other content (“User Generated Content”). User Generated Content that you submit to LSL will be stored, maintained and used by LSL in its sole discretion. You acknowledge User Generated Content that you submit may be accessed and viewed by the public.

You represent and warrant that your User Generated Content conforms to these Terms and that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to authorize Us to use and exploit, your User Generated Content in all manners contemplated by these Terms. You agree to indemnify and hold Us and our affiliates, partners, and subsidiaries, and each of their respective employees and officers, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights.

We will not be responsible or liable to any third party for any User Generated Content. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by other users of the LSL Services, or any authors, experts, trainers or otherwise. User Generated Content shall not state or reflect the attitudes and opinions of LSL, and any views and opinions expressed on our websites shall not be attributed to or otherwise endorsed by LSL. You agree to comply with all applicable local, national, and international laws, rules, regulations and ordinances in connection with your use of any LSL Services and our websites.

B. License to Your User Generated Content. We do not claim ownership to your User Generated Content; however, you grant us a perpetual, fully paid-up, non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works of, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in any and all media and channels now known or hereafter devised (including in connection with the LSL Services and on third-party websites and platforms such as Facebook, Instagram, YouTube and Twitter), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity. This includes without limitation our use of your User Generated Content in connection with any advertising, product packaging, printed publications, presentations, promotional materials, events and associated marketing materials, television and digital commercials, videos, social media websites, or on our websites. We are not, however, obligated to use your User Generated Content. To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a limited, non-transferable, non-exclusive license to create a derivative work using our copyrighted works as required for the sole purpose of creating the materials, provided that such license shall be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.

5. Important Notice About Our Fitness and Nutrition Content.

A. The LSL Services Do Not Constitute Medical Advice. Although LSL provides its services with your health and safety in mind, it is critical that you first consult your physician, follow all provided safety and other instructions, and obtain authorization before accessing or using any LSL Services, especially if you are prone to injuries, are pregnant or nursing, or have any other unique or special medical conditions. The LSL Services are provided for informational purposes only, and are not intended to diagnose any medical condition, replace the advice of a healthcare professional, or provide any medical advice, diagnosis, or treatment. The information made available on or through the LSL Services should not be relied upon when making medical decisions. Your individual results using LSL Services may vary. Exercise and proper diet are necessary to achieve and maintain weight loss and muscle definition.

B. Nutrition Information. Certain LSL Services, such as nutrition plans provided with our program, provide nutrition, food, caloric or other related information designed to help our customers eat healthy to reach their health, fitness and wellness goals. While any nutrition information we may provide is designed to safely align with our related exercise regimens, you must first consult your physician before beginning any nutrition plan or altering any dietary regimen, especially if you have any unique or special medical needs or conditions, such as food allergies, dietary restrictions or if you are pregnant or breast feeding.

C. Assumption of Risk. You expressly acknowledge and agree that your access, use and/or involvement with any LSL Services may involve potentially dangerous and physical activities that may lead to personal and/or bodily injury, death, loss of services, loss of consortium, or damage to or loss of property or privacy. You hereby acknowledge and willingly and voluntarily accept these risks and agree to unconditionally and irrevocably release and hold harmless LSL from and against all claims, suits, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with any LSL Services.

6. DISPUTES, BINDING INDIVIDUAL ARBITRATION.

A. Disputes. The terms of this Section shall apply to all Disputes between you and LSL. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and LSL arising under or relating to any LSL Services, LSL’s websites, these Terms, or any other transaction involving you and LSL, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND LSL AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR LSL FOR (i) TRADE SECRET MISAPPROPRIATION, (ii) PATENT INFRINGEMENT, (iii) COPYRIGHT INFRINGEMENT OR MISUSE, AND (iv) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in these Terms, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.

B. Binding Arbitration. You and LSL further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.

C. Dispute Notice. In the event of a Dispute, You must first send to LSL a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to LSL must be addressed to: Left Side Lion, LLC, 72 W. Surrey Dr., Castle Rock, Colorado 80108 (the “LSL Notice Address”). The Dispute Notice to you will be sent by mail to the most recent address we have on file or otherwise to an address (including e-mail) in our records for you. You agree to provide LSL with sixty (60) days to cure any Dispute you have claimed in the Dispute Notice (the “Cure Period”) before you procedure with arbitration as provided herein. If you and Us do not reach an agreement to resolve the Dispute within the Cure Period, you may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agree to act in good faith to seek to resolve the Dispute before commencing arbitration.

D. Arbitration Procedure. If a party elects to commence arbitration such arbitration shall be conducted in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules for arbitration; said arbitration shall be conducted in New York County, New York, before a single neutral arbitrator who shall administer the Arbitration in all respects. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws. Both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in New York County, New York.

E. Initiation of Arbitration Proceeding.  If either you or LSL decide to arbitrate a Dispute, we agree to the following procedure:

  1. Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered.
  2. Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to: The Law Offices of Sherman Davis, Jr., PLLC, C/o Left Side Lion, 830 Third Avenue, Fifth Floor (Midtown Manhattan) New York, New York 10022

iii. Send one copy of the Demand for Arbitration to any other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties.

F. Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by LSL or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or LSL is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.

G. Attorneys’ Fees.  In the event that You or LSL commences any action against the other Party in connection with these Terms (regardless of whether legal proceedings and/or arbitration is commenced), the prevailing party in such an action shall be entitled to recover its reasonable attorneys’ fees and costs, including the fees and costs of any appeal(s), by the non-prevailing party.

H. Opt-out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure specified in these Terms by sending a written letter to the LSL Notice Address within fifteen (15) days of your assent to these Terms (including the purchase of any LSL Service or use of our websites) that specifies: (i) your name; (ii) your mailing address; and (iii) your request to be excluded from the final, binding individual arbitration procedure specified in this Section. In the event that you opt-out consistent with the procedure set forth above, all other terms shall continue to apply, including the requirement to provide notice prior to arbitration.

I. Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect.

J. Exclusive Venue for Other Controversies. LSL and you agree that any controversy excluded from the dispute resolution procedure in this Section shall be filed only in the federal and state courts of New York County, New York, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

7. Indemnification; Limitation of Liability.

A. Indemnification. You agree to indemnify and hold LSL, its parents, partners, joint ventures, subsidiaries, affiliates, shareholders, officers, directors, employees, agents, and suppliers harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys’ fees) made or incurred by any third party arising out of or relating to your improper use of any LSL Services, your violation of these Terms, or your violation of any rights of a third party.

B. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LSL OR ITS SERVICE PROVIDERS, PARTNERS, LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY AND/OR IF WE WERE ADVISED OF SUCH DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO LSL OR ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY LSL SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF LSL AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST NINETY (90) DAYS TO LSL FOR ANY LSL SERVICES. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LSL AND YOU. THE LSL SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. LSL WILL NOT BE LIABLE FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS IF SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY UNFORESEEN CIRCUMSTANCE BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, HURRICANE, NATURAL DISASTER, OR WAR.

8. Miscellaneous.

A. Governing Law. You agree that the laws of the state of New York, without regard to principles of conflict of laws, will exclusively govern these Terms and Conditions and any Dispute between you and LSL. New York law will apply regardless of your residence or the location where you use LSL Services.

B. International Users. Use of the Service is not authorized in any jurisdiction that does not give effect to these Terms. Our websites and emails are controlled, operated, and administered by LSL from its office(s) within the United States of America. LSL makes no representation or warranty that the materials contained within our websites are appropriate or available for use at other locations outside of the United States, and access to them from territories where the contents or products available through the websites are illegal is prohibited. You may not use the websites or export the content or products in violation of U.S. export laws and regulations. If you access our websites from a location outside of the United States, you are responsible for compliance with any and all local laws, rules, regulations and ordinances.

C. Notices. All notices required or permitted to be given under these Terms must be in writing. LSL may provide you notice by sending you an e-mail to the address on file with us, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR E-MAIL ADDRESS ON FILE WITH LSL IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY LSL OF AN EMAIL TO THAT ADDRESS. You shall give any notice to LSL by means of U.S. mail, postage prepaid to Left Side Lion, LLC, 72 W. Surrey Dr., Castle Rock, Colorado 80108. Such notice to LSL shall be effective upon receipt of notice by LSL.

D. Termination. Notwithstanding anything to the contrary in these Terms, LSL reserves the right, without notice and in its sole and absolute discretion, for any reason or no reason, to terminate your access and use of any LSL Services, including to block or prevent your access and use of any of our websites and e-mails. You agree that LSL shall not be liable for any termination of your access and/or use of our websites or e-mail.

E. No Third Party Beneficiaries. Except as set forth in these Terms, only you and LSL may enforce these Terms; no third party shall be entitled to enforce these Terms.

F. Survival. The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.

G. Waiver. No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by the Chief Executive Officer of LSL in order to be effective.

H. Assignment. LSL may assign these Terms to any person or entity at any time, for any reason, with or without notice to you. You shall not assign these Terms to any person or entity at any time, for any reason, and such assignment is null and void.

I. Amendments; Entire Agreement. These Terms may not be amended unless in a signed writing by LSL. These Terms constitute the final, exclusive and complete agreement between you and LSL regarding the subject matter hereof and supersede all agreements, communications and course of dealings between you and LSL.