WEBSITE TERMS OF USE

These WEBSITE TERMS OF USE (the “Terms of Use”) are made and entered into by and between you and Lexcela, LLC (“Lexcela”, “we”, or “us”). The Terms of Use, including the following terms and conditions and all documents the Terms of Use expressly incorporate, govern your access to and use of www.lexcela.com (the “Website”), whether as a guest or a registered member, including any content, functionality, products and services offered on or through the Website. The Website is owned and operated by Lexcela.

EXCEPT AS EXPRESSLY PROVIDED BELOW, YOU ARE ADVISED AND EXPRESSLY AGREE THAT THE INFORMATION AND CONTENT PROVIDED ON THE WEBSITE IS FOR EDUCATIONAL AND INFORMATION PURPOSES ONLY AND IS INTENDED FOR A GENERAL AUDIENCE. NOTHING ON THE WEBSITE, NOR ANY DOCUMENTS, OFFICE HOURS, WEBINARS, OR OTHER SERVICES OFFERED THROUGH THE WEBSITE, CONSTITUTES OR IS INTENDED TO CONSTITUTE LEGAL SERVICES OR LEGAL ADVICE RELATING TO YOU IN ANY WAY. USE OF THE WEBSITE AND ANY CONTENTS, INCLUDING DOCUMENTS AND THE CONTENTS OF SERVICES IN WHICH YOU ELECT TO PARTICIPATE, DOES NOT ESTABLISH A LEGAL REPRESENTATION BETWEEN YOU AND LEXCELA, LLC, NOR ARE ANY COMMUNICATIONS BETWEEN YOU AND LEXCELA, LLC, PROTECTED BY CONFIDENTIALITY OR THE ATTORNEY-CLIENT PRIVILEGE, WHETHER SUCH COMMUNICATIONS ARE THROUGH OFFICE HOURS, QUESTION AND ANSWER SESSIONS, CHAT, EMAIL CORRESPONDENCE, TELEPHONE CONTACT, OR ANY OTHER COMMUNICATIONS METHOD.

• Acceptance of Terms of Use.

  Read these Terms of Use carefully before you start to use the Website. The Website offers visitors information, educational resources and other content related to the legal aspects of startup, development stage, emerging, and other companies and businesses. By using the Website, you acknowledge that you have read, understood and agree to be bound and abide by the Terms of Use and our Privacy Policy , which is posted separately on the Website (the “Privacy Policy”) and is incorporated in these Terms of Use. If you have not read, do not understand, or do not agree to be bound and abide by these Terms of Use and our Privacy Policy, you must not access or use the Website.

  This Website is offered and available to users who are 18 years of age or older who are legal residents of the United States or any of its territories or possessions. By using this Website, you represent and warrant that you possess the authority, are free to, and are of legal age in your jurisdiction to form a binding contract with Lexcela, including entering into these Terms of Use as a binding agreement, and that you are a legal resident of the United States or any of its territories or possessions. If you are not of legal age in your jurisdiction to form a binding contract, or if you are not a legal resident of the United States or any of its territories or possessions, or if you are prohibited under any law or regulation applicable to you from using the Website or receiving any services through the same, you must not access or use the Website.

• Services Offered Through the Website.

  Sales of services offered through the Website will be governed by the terms and conditions set forth in those certain Conditions for Online Sales of Services, which terms and conditions are posted on the Website and are incorporated by reference herein.

• Changes to Terms of Use.

  We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in the Governing Law and Jurisdiction section below will not apply to any disputes of which both you and we had actual notice on or prior to the date the change is posted on the Website.

  Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, because the changes will be binding on you if you continue to use the Website after the changes to the Terms of Use are posted.

• Accessing the Website and Account Security.

  We reserve the right to withdraw or amend this Website, and any service, material, or functionality we provide on the Website, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time for any length of time. We reserve the right to restrict user access at any time to some or all of the Website, including restrictions on access affecting registered users, any user, or any group of users.

  You are responsible for:

  • Making all arrangements and providing all infrastructure necessary for you to have access to the Website; and
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

  To access the Website or the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all information you provide on the Website is correct, current, and complete. You agree that all information you provide to or through the Website, whether to register or otherwise, including through your use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy . If you choose, or are provided with, a user name, password, or any other item of information as part of our security procedures, you must treat such information has confidential, and you must not disclose it to any other person or entity.

  You also acknowledge that your account is personal to you and agree not to provide access the Website, or any part of it, to any other person using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session for which the Website requires you to log in. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

  We reserve the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

• Intellectual Property Rights.

  The Website and its entire contents, features, and functionality (including all information, software, text, displays, graphics, images, video, audio, photographs, music, logos, trademarks, services marks, patents, copyrights, and the design, selection, and arrangement thereof), are owned by Lexcela, its licensors, and other providers of such material and are protected by United States and international copyrights, trademark, patent, trade secret and other intellectual property and proprietary rights laws.

  These Terms of Use permit you to use the Website only for your personal, non-commercial use. You may not reproduce, distribute, modify, create derivative works of or from, publicly display, publicly perform, republish, download, store, transmit, use for commercial purposes, or charge third persons for access through your account to any service, material, or functionality on our Website, except as follows:

  • Your computer may temporarily store copies of Website materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your web browser for display enhancement purposes.
  • You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution. You may also print up to three copies of any document created on or through the website for use on behalf of a project (group of founders) or company that is a member of Lexcela, but not for further reproduction, publication, or distribution.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by these Terms of Use or any applicable End User License Agreement for such applications.
  • If we provide social media features with certain content, you may take the actions that are enabled by the social media features.
  • Use social media features, if any, in any way contrary to any applicable code of conduct published on the Website (a "Code of Conduct"), which Code of Conduct, if any, is incorporated in these Terms of Use by reference as though fully set forth herein.

  You are not authorized to any may not:

  • Copy, share, publish, or disseminate any documents produced from use of the Website or any materials from the Website, including questionnaires, sequences, blog posts, layouts, designs, and Website "look and feel".
  • Modify copies of any materials from this Website, other than documents created on or through the Website, which documents may be modified as necessary to reflect the purpose or transaction for which the document was created, including as a result of any associated negotiation process.
  • Use any illustrations, photographs, video, music or audio sequences, or any graphics separately from the Website and the accompanying text or materials.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.
  • Access or use of the Website, or any services, materials, or functionality available on the Website, for any commercial purposes.

  The prohibitions set forth in the above list do not modify, supersede, or limit any other statements of limited, restricted, or prohibited use set forth elsewhere in these Terms of Use.

  If you wish to make any use of materials on the Website other than as expressly permitted in these Terms of Use, please address your request to: info@lexcela.com.

  If you print, copy, modify, download, publish, or otherwise use or provide access to any part of the Website to any other person in breach of these Terms of Use, your right to use the Website will cease immediately and you must return or destroy, at our option, any copies, summaries, extracts, and compilations of any Website materials you have made. No rights, title, or interests in or to the Website, any content on the Website, or any intellectual property Lexcela owns or has rights to use relating to or arising from the Website is transferred to you, and all rights not expressly granted to you in these Terms of Use are reserved by Lexcela. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyrights, trademark, and other laws.

• Trademarks.

  Lexcela, LLC, the term LEXCELA, and the Lexcela logo, and all related names, logos, product and service names, designs, and slogans (collectively, the “Marks”), are trademarks of Lexcela or its affiliates or licensors. You must not use the Marks without the prior written permission of Lexcela. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

• Prohibited Uses.

  You may use the Website only for lawful purposes and in accordance with these Terms and Use. You agree not to use the Website:

  • In any way that violates federal state, local, or international law or regulation, including laws regarding the export of data or software to and from the United States or other countries.
  • To exploit, harm, or attempt to exploit or harm, minors in any way, including by exposing them to inappropriate content, bullying, asking for personally-identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards, which are set out in these Terms of Use.
  • To upload, transmit or procure the sending of any advertising or promotional material without our prior written consent, including, without limitation, “junk mail”, “chain letters”, or “spam” or similar solicitations, whether on or through the Website's social media features or otherwise.
  • To impersonate or attempt to impersonate Lexcela, a Lexcela employee, another Website user, or another person or entity, including by using email addresses or screen names associated with any of the foregoing.
  • To violate the Code of Conduct or engage in conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Lexcela or users of the Website or expose us or them to liability.

  Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other person’s use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce into, on, or through the Website any viruses, trojan horses, works, logic bombs, ransomware, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

• User Contributions.

  The Website may contain message boards, chat rooms, personal profiles, forums, bulletin boards, question and answer sessions, and other interactive features (collectively, “Interactive Services”) that allow Website users to post, submit, contribute, publish, display, or transmit to other users or other persons (all such actions, hereinafter “post”) content or materials (including designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text and literary work) (collectively, “User Contributions”) on or through the Website. All User Contributions must comply with the Code of Conduct and the Content Standards set out in these Terms of Use.

  Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By posting a User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the irrevocable, unrestricted, worldwide, royalty-free right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties your User Contribution(s) on the Website and for any other purpose.

  You represent and warrant that:

  • You own or control all rights in and to the User Contributions you post on or to the Website, and you have the legal right to grant the license you grant above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  • All your User Contributions do and will comply with these Terms of Use, including the code of Conduct and Content Standards.

  You understand and acknowledge that you are responsible for any User Contributions you post, and you, not Lexcela, have the sole responsibility for your User Contributions, including the legality, reliability, accuracy, and appropriateness of each of them.

  We are not, and will not be, responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website, and YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LEXCELA, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “LEXCELA GROUP”), FROM ALL DEMANDS, CLAIMS, ALLEGATIONS, LIABILITIES, ACTIONS, PROCEEDINGS, CAUSES OF ACTION, AND SUITS OF EVERY KIND AND CHARACTER (“CLAIMS”) AND ALL LOSSES, DAMAGES, AWARDS, JUDGMENTS, FINES, PENALTIES, EXPENSES, FEES AND COSTS (INCLUDING ATTORNEYS’ FEES AND COSTS OF LITIGATION), AND OTHER DETRIMENTS (“LOSSES”) ARISING OR RESULTING FROM OR RELATED TO USER CONTRIBUTIONS POSTED BY YOU.

• Monitoring and Enforcement; Suspension and Termination.

  We have the right at any time and without notice to you to:

  • Remove or refuse to post any User Contributions, for any reason or no reason, in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use ( including, but not limited to, the Content Standards), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for Lexcela.
  • Disclose your identity or other information about you to any third party who claims that material posted by you to or through the Website violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, for any violation of these Terms of Use.

  Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU, ON BEHALF OF YOURSELF, YOUR HEIRS, REPRESENTATIVES, AND ASSIGNS, HEREBY FOREVER WAIVE, AND RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS LEXCELA AND THE LEXCELA GROUP FROM, ANY CLAIMS AND LOSSES ARISING OR RESULTING FROM OR RELATED TO ANY ACTION TAKEN BY (I) LEXCELA OR (II) ANY MEMBER OF THE LEXCELA GROUP OR ITS OR THEIR INVESTIGATORS, AS A CONSEQUENCE OF INVESTIGATIONS BY LEXCELA, A MEMBER OR MEMBERS OF THE LEXCELA GROUP, OR LAW ENFORCEMENT AUTHORITIES.

  We cannot and do not undertake to review all material before it is posted on the Website and cannot promise, ensure, or guarantee prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction on our part regarding transmissions, communications, or content provided by you, any user or a third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this paragraph.

• Content Standards.

  The following content standards (“Content Standards”), together with the Code of Conduct posted elsewhere on the Website, apply to all User Contributions and all uses of Interactive Services. User Contributions must comply, in their entireties, with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote or contain (or contain links to) sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of Lexcela or any other person.
  • Violate the legal rights, including the rights of publicity and privacy, of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with these Terms of Use and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, annoy, or bully any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
  • Violate the Code of Conduct.

• Copyright Infringement.

  If you believe that any User Contribution violates your copyright(s), send to info@lexcela.com a notice of copyright infringement specifying the copyright(s) you feel have been infringed and where the objectionable material can be found on the Website. It is the policy of Lexcela to terminate the user accounts of repeat infringers.

• Reliance on Information Posted.

  The information presented on or through the Website is made available solely for general educational and information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on the information is strictly at your own risk. We disclaim all liability and responsibility arising from or relating to any reliance placed on such materials by you or any other visitor to the Website or by anyone who may be informed of any of the Website’s contents.

  This Website may include content provided by third parties, including materials provided by other users, bloggers, third party licensors, syndicators, aggregators, or reporting services. All statements or opinions expressed in these third-party materials, and all third-party articles, responses to questions and other content are solely the opinions and the responsibility of the person or entity providing those materials. Third party materials do not necessarily reflect the opinion of Lexcela. We are not responsible or liable to you or any third party for the content or accuracy of any materials on the Website provided by third parties.

• Changes to the Website.

  We may update the content on this Website from time to time, but the Website’s content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update any Website materials at any time.

• Information About You and Your Visits to the Website.

  All information we collect on this Website is subject to our Privacy Policy . By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy .

• Online Purchases and Other Terms and Conditions.

  All purchases through the Website or other transactions for the sale of services or information formed through the Website or as a result of visits made by you to the Website are governed by our Conditions for Online Sales of Services, which are incorporated as part of these Terms of Use as though fully set forth herein.

• Linking to the Website and Social Media Features.

  You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our advance, express, written consent.

  This Website may provide certain social media features that enable you to:

  • Link from your own or third-party websites to certain content on this Website.
  • Send emails or other communications with certain content, or links to certain content, on this Website.
  • Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

  You may use these features solely as they are provided by us and otherwise in accordance with any additional terms and conditions we may provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Website or portions of it to be displayed on, or appear to be displayed by any other site, such as, for example, by framing, deep-linking, or in-line linking.
  • Link to any part of the Website other than the homepage.
  • Otherwise take any action with respect to the materials on this Website that is inconsistent with these Terms of Use.

  The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Code of Conduct and Content Standards set out in these Terms of Use.

  You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to with draw linking permission without notice.

  We may disable all or any social media features and any links in our sole discretion at any time without notice.

• Links from the Website.

  If the Website contains links to other sites and resources provided by third parties, including links contained in advertisements such as banner advertisements and sponsored links, these links are provided for your convenience only. We have no control over the contents of the sites or resources to which the links are associated and accept no responsibility for them or for any Loss that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

• Promotional Emails and Content.

  You agree to receive promotional messages and materials from us from time to time, whether by mail, email, or through any other method of contact you may provide us, including your telephone number for calls or text messages. If you don't want to receive such promotional messages or materials, you may opt out or notify us at any time at info@lexcela.com.

• Geographic Restrictions.

  The owner of the Website is based in the State of Mississippi in the United States. We provide this Website for use only by persons who are legal residents of the United States located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws with respect to such access.

• Disclaimer of Warranties.

  You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your individual requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any compromised data or data you may lose. WE WILL NOT BE LIABLE FOR ANY CLAIMS OR LOSSES CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, RANSOMWARE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE WEBSITE OR ON ANY WEBSITE LINKED TO THE WEBSITE.

  YOUR USE OF THE WEBSITE, ITS CONTENTS AND ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENTS AND ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LEXCELA NOR ANY PERSON ASSOCIATED WITH LEXCELA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER LEXCELA NOR ANYONE ASSOCIATED WITH LEXCELA REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

  LEXCELA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, IMPLIED BY USAGE OF TRADE, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

  THE FOREGOING DISCLAIMER OF WARRANTIES DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

• Limitation of Liability.

  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LEXCELA OR THE LEXCELA GROUP BE LIABLE FOR CLAIMS OR LOSSES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR WEBSITES LINKED TO IT, OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE OR OTHER WEBSITES LINKED TO IT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHICH MAY INCLUDE PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOOD WILL, OR LOSS OF DATA, WHETHER SUCH CLAIMS, LOSSES OR OTHER DAMAGES WERE CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL LEXCELA'S AND THE LEXCELA GROUP'S LEGAL LIABILITY TO YOU EXCEED, IN THE AGGREGATE, THE AMOUNTS YOU HAVE PAID FOR ANY SERVICES ON OR THROUGH THE LEXCELA WEBSITE.

  THE FOREGOING LIMITATION AND DISCLAIMER OF LIABILITY DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

• Indemnification

  YOU AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS LEXCELA AND THE LEXCELA GROUP FROM AND AGAINST ALL CLAIMS AND LOSSES ARISING OUT OF OR RELATING TO YOUR VIOLATION OF THESE TERMS OF USE OR YOUR USE OF THE WEBSITE, INCLUDING CLAIMS AND LOSSES ARISING FROM OR RELATING TO YOUR USER CONTRIBUTIONS, YOUR USE OF THE WEBSITE’S CONTENT, SERVICES, FUNCTIONALITY, OR PRODUCTS OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE, OR YOUR USE OF INFORMATION OBTAINED FROM THE WEBSITE.

• Governing Law and Jurisdiction.

  These Terms of Use and the rights and remedies provided hereunder, all matters arising out of or relating to the Website and these Terms of Use, and any dispute or Claim or Losses arising therefrom or related thereto (in each case, including non-contractual disputes or Claims), are governed by and construed in accordance with the internal laws of the State of Mississippi, without giving effect to any choice or conflict of law provision or rule (whether of the State of Mississippi or any other jurisdiction) that would result in the application of the laws of any jurisdiction other than those of the State of Mississippi.

• Dispute Resolution and Binding Arbitration.

  Any and all disputes regarding the Website or thie Terms of Use shall be fully and finally settled by binding arbitration, subject to the following:

  • YOU AND LEXCELA ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
    ANY CLAIM, LOSS, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE OR THESE TERMS OF USE THAT HAS NOT BEEN RESOLVED BY NEGOTIATION BETWEEN US WITHIN 30 DAYS OF NOTICE OF THE DISPUTE FROM THE COMPLAINING PARTY TO THE NON-COMPLAINING PARTY, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN HINDS COUNTY, MISSISSIPPI.
  • The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules ( the "Rules") in effect at the time the demand for arbitration is issued, except as modified by this Section 23. The Rules are available at https://www.adr.org/sites/default/files/Consumer-Rules-Web.pdf or by calling the AAA at 800-778-7879. The Federal Arbitration Act will govern the interpretation and enforcement of this Section 23.
    The arbitrator(s) will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or any other term or condition set forth in these Conditions is/are void, voidable or otherwise invalid. The arbitrator(s) will be empowered to grant whatever relief would be available in a court of law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
    If you prevail, as determined by the arbitrator, on any claim that affords the prevailing party attorneys' fees and costs, the arbitrator may award reasonable fees and costs to you under the standards for fee shifting provided by applicable law.
  • You may elect to pursue your claim in small claims court in Hinds County, Mississippi, rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase of Services. The arbitration or small claims court proceeding will be limited solely to your individual dispute or controversy.
  • You agree to an arbitration on an individual basis. In any dispute, YOU MAY NOT, AND ARE NOT ENTITLED TO, JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Other than at Lexcela's sole request, the arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction sitting in Hinds County, Mississippi.

  If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

• Waiver and Severability.

  No waiver by Lexcela of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition herein, and any failure of Lexcela to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

  If any provision, or part of any provision, of these Terms of Use is determined to be invalid, unenforceable, or illegal by a court or other tribunal of competent jurisdiction, the affected provision shall be modified, to the extent possible, to carry out the intent of the original provision. If the offending provision cannot be so modified, that provision shall be omitted from the Terms of Use.

• Interpretation

  For purposes of these Terms of Use, (i) the words “include”, “includes”, and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof”, “hereby”, “hereto”, and “hereunder” refer to these Terms of Use as a whole. Unless the context otherwise requires, references herein: (a) to articles, sections, exhibits, schedules, or attachments refer to the articles, sections, exhibits, schedules, or attachments to or attached to these Terms of Use; (b) to an agreement, instrument, or other document means such agreement, instrument, or other document, as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (c) to a law means such law as amended from time to time and includes any successor legislations thereto and any regulations promulgated thereunder. These Terms of Use shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting the document or causing any document, agreement or instrument to be drafted. Any exhibits, schedules, or attachments referred to herein shall be construed with, and as an integral part of, these Terms of Use to the same extent as if they were set forth verbatim herein.

• Entire Agreement.

  The Terms of Use, Privacy Policy , Conditions for Online Sales of Services, and our Cookie Policy URL constitute the entire agreement between you and us with respect to your access to and use of the Website and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website.

• Your Comments and Concerns.

  This Website is operated by Lexcela, LLC, P.O. Box 458, Madison, MS 39130.

  All comments, concerns, or other matters, including notices of copyright infringement claims, should be sent to info@lexcela.com in the manner and by the means set forth therein.

  All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@lexcela.com.

• Effective Date.

  These Terms of Use are effective for all purposes from and after April 1, 2021.