NOTE: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER AND JURY TRIAL WAIVER THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH LAST COUNTRY, INC. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED IN SECTION XIV BELOW.
LAST COUNTRY, INC. RESERVES THE RIGHT, AT ANY TIME, WITHOUT NOTICE, AND AT ITS SOLE DISCRETION, TO UPDATE OR MODIFY THIS AGREEMENT BY POSTING SUCH CHANGE, UPDATE, OR MODIFICATION ON THE WEBSITE. ANY SUCH UPDATE OR MODIFICATION WILL BE EFFECTIVE IMMEDIATELY UPON POSTING.
ANY MATERIAL (REALLY IMPORTANT) CHANGES TO THIS AGREEMENT WILL ONLY APPLY PROSPECTIVELY. YOUR CONTINUED ACCESS OR USE OF THE WEBSITE AND/OR ANY SERVICES OR FEATURES OFFERED ON THE WEBSITE AFTER ANY CHANGES TO THIS AGREEMENT MEANS THAT YOU ACCEPT ANY MODIFICATIONS TO THIS AGREEMENT.
Last Country, Inc. also may in its sole discretion and at any time discontinue providing the Website or services available through the Website, or any part thereof, with or without notice. You agree that any termination of your access to the Website or Content, or your User Content under any provision of this Agreement, may be effected without prior notice to you, and you acknowledge and agree that Last Country, Inc. may bar any further access to the Website, including the Content and your User Content. Further, you agree that Last Country, Inc. shall not be liable to you or any third party for any termination of access to the Website.
I. OWNERSHIP OF CONTENT AND INTELLECTUAL PROPERTY
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and content (Content) published on the Website is protected by applicable intellectual property laws and is owned or licensed by Last Country, Inc. or its licensors. Last Country, Inc. grants you a limited right to access and use the Website. You may not modify, create a derivative work, display, distribute, perform publicly, or in any way exploit, in whole or in part, any of the Content or software contained on, or comprising, the Website without seeking prior written permission from Last Country, Inc. You are also restricted from using any automated or manual device or process to copy, monitor, index or data mine the Website. Last Country, Inc., its respective logos, trade dress, and the graphics and layout of the Website are the registered and/or unregistered service marks, trademarks, and/or trade dress of Last Country, Inc. and may not be copied, imitated or used, in whole or in part, without Last Country, Inc.’s prior written permission. All other trademarks, product names, and company names or logos mentioned on the Website are the property of their respective owners.
Last Country, Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that Last Country, Inc. shall not be liable to you or any third party for any modification, suspension or discontinuance of the Website.
You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You may not use anyone else’s username and password at any time. Last Country, Inc. cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. You agree to notify us if any of your login information is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of your account on this Website or if you know of any other breach of security in relation to this Website.
III. INTERACTIVE FEATURES; USER CONTENT
The Website provides information for the benefit of users. Certain areas of the Website may allow users to post, upload, submit or otherwise make available content such as blogs, profiles, photo albums, video galleries opinions, messages, comments, graphics, sounds or material (“User Content”). However, Last Country, Inc. does not guarantee the truthfulness, accuracy, or validity of any User Content on the Website.
Last Country, Inc. reserves the right to refuse, delete or remove any User Content that it considers inappropriate or otherwise objectionable, in its sole discretion. Last Country, Inc., however, assumes no responsibility for monitoring or policing the Website for inappropriate User Content or conduct. If at any time Last Country, Inc. chooses, in its sole discretion, to monitor the Website, Last Country, Inc. will assume no responsibility for the User Content on the Website, no obligation to modify or remove any inappropriate or otherwise objectionable User Content on the Website, and no responsibility for the conduct of any user submitting such User Content.
By submitting User Content to or through the Website, you expressly grant Last Country, Inc. a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable license (including the right to sublicense through multiple tiers) to:
- Use, publish, transmit, translate, modify, reproduce, display, distribute, process, adapt, publicly perform, publicly display, prepare derivative works from, and distribute your User Content, derivatives, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use your User Content.
- Use (and permit others to use) your User Content in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Content or any modification thereto, in whole or in part, into any technology, product, or service); and
- Display advertisements in connection with your User Content and to use your User Content for advertising and promotional purposes.
You acknowledge that you are solely responsible for the User Content you post on or through the Website and the consequences of posting such User Content. By posting such User Content, you represent and warrant to us that:
- You own all rights in your User Content (including, without limitation, all rights to the reproduction and display of your User Content) or, alternatively, you have acquired all necessary rights in your User Content to enable you to grant to us the rights in your User Content as described in this Agreement;
- You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Content;
- Your User Content does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
- You voluntarily agree to waive all “moral rights” that you may have in your User Content;
- Any information contained in your User Content is not known by you to be false, inaccurate, or misleading;
- Your User Content does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
- Your User Content is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
- You were not and will not be compensated or granted any consideration by any third party for submitting Your User Content;
- Your User Content does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
- Your User Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
- Your User Content does not contain any information that you consider confidential, proprietary, or personal; and
- Your User Content does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
Last Country, Inc. may use email validation or other confirmation or validation methods to reduce “comment spam.”
IV. USER CONDUCT
By accessing and using the Website, you agree that you will: (i) comply with all applicable local, state, national, and international laws and regulations that govern your use of the Website; and (ii) provide truthful and accurate information about your identity if you choose to register on the Website.
You also agree that you will NOT:
- disrupt or interfere with the security or accessibility of the Website or any services offered in connection with the Website;
- transmit any obscene or otherwise objectionable User Content, viruses or other harmful files, or any type of unsolicited mass email through or in connection with the Website;
- reproduce, duplicate, copy, sell, resell, use or exploit any portion of the Website for a commercial purpose, unless specifically authorized by Last Country, Inc.;
- attempt to gain unauthorized access to the Website.
- defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- use racially, ethnically, or otherwise offensive language.
- use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
- post anything that exploits children or minors.
- post anything that depicts cruelty to animals.
- post any copyrighted or trademarked materials without the express permission from the owner.
- disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
- use any robot, spider, scraper or other automated means to access the Website.
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
- alter the opinions or comments posted by others on this Website.
- use the Website for unintended purposes or trying to change the behavior of the Website;
- attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- attempt to interfere with service to any user, host or network including, but not limited to, by way of submitting a virus to, or overloading, “flooding,” “spamming,” “mailbombing” or “crashing”; or
- take any action that may otherwise harm, disrupt or overburden the Website, or harm another user of the Website.
This list of prohibitions provides examples and is not complete or exclusive. Last Country, Inc. reserves the right to (a) terminate access to your account, your ability to post to this Website and (b) refuse, delete or remove any User Content with or without cause and with or without notice, for any reason or no reason, or for any action that Last Country, Inc. determines is inappropriate or disruptive to this Website or to any other user of this Website. Last Country, Inc. may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at our discretion, Last Country, Inc. will cooperate with law enforcement agencies in any investigation of alleged illegal activity.
YOU WAIVE AND HOLD HARMLESS LAST COUNTRY, INC. AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
V. CHILDREN UNDER 13
The Website is not directed to children under 13, and Last Country, Inc. does not knowingly collect or solicit personally identifiable information from or about children under 13. If we discover that we have received any personally identifiable information from a child under 13, we will delete such information from our servers and records promptly.
A. Copyright Infringement Notification
Last Country, Inc. respects the intellectual property rights of others. If you believe that the Website contains Content or material that infringes a copyright you own, you may file a Notification of Claimed Infringement (“Notification”) with our designated Digital Millennium Copyright Act (DMCA) agent as specified below:
Attn: Copyright Agent
Last Country, Inc.
3495 Lakeside Drive #1115
Reno, NV 89509
VIA EMAIL: [email protected]
To be effective under the DMCA, the Notification must be a written communication sent to Last Country, Inc.’s designated agent and must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work claimed to be infringed;
- Identification of the material that is claimed to be infringing in sufficient detail for Last Country, Inc to be able to identify the claimed infringing material;
- Contact information for the complaining party, such as an address, telephone number, and email address;
- A statement that the complaining party has a good faith belief that use of the material in the manner identified is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the Notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner.
Upon receipt of a valid Notification from a copyright owner, which contains all of the required information described above, Last Country, Inc. will remove or disable access to the material contained on the Website that is alleged to be infringing.
B. Counter Notification
If material or content that you have created, developed, or posted has been removed or disabled by Last Country, Inc. after it receives a Notification meeting the requirements described above, you may ask that the content be restored by sending Last Country, Inc. a Counter Notification. The Counter Notification must include substantially all of the following:
- A physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Last Country, Inc. requests that complete URLs for each instance of the affected material be provided;
- A statement that the information in the Counter Notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner; and
- Your name, address and telephone number and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Last Country, Inc. may be found, and that you will accept service of process from the person who provided the copyright infringement Notification or an agent of such person.
After receipt of a valid Counter Notification meeting the requirements described above, Last Country, Inc. is required to:
- Promptly provide the person who provided the Notification with a copy of the Counter Notification, and inform that person that Last Country, Inc. will replace the removed material or cease disabling access to it in 10 business days; and
- Replace the removed material and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Last Country, Inc.’s designated copyright agent first receives notice from the person who submitted the Notification that such person has filed an action seeking a court order to restrain the other user from engaging in infringing activity relating to the material on Last Country, Inc.’s system or network.
VII. ADVERTISING AND PROMOTIONS
Third parties not affiliated with Last Country, Inc. may also offer contests, sweepstakes, or promotions on the Website. If you choose to correspond with, order or pay for goods and services, or participate in contests, sweepstakes, or promotions offered by third parties, there will be other terms, conditions, warranties or representations that will apply. You agree that Last Country, Inc. shall not be responsible or liable for any loss or damage of any sort related to your dealings with such third parties.
VIII. SUBSCRIPTIONS & PAID PRODUCTS
We reserve the right at any time to charge fees for certain services and for access to certain portions of the Website or the Website as a whole (“Premium Services”). We will not charge you for Premium Services unless we obtain your prior agreement to pay any charges. Thus, if at any time we require or change a fee for Premium Services, we will give you thirty (30) days advance notice of such fees. Any new fees will be posted prominently on the applicable Website and/or through an email address that we have in our records for you. You are responsible for paying all fees and charges, including all applicable taxes, incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred.
We reserve the right to offer signup discounts for our Premium Services, however, subscription renewals will be at the term’s full price unless otherwise noted at the time of signup. Monthly subscriptions will renew at $9 per month and Annual subscriptions will renew at $72 per year.
We reserve the right to make changes to our Premium Services at any time and without notice, including the addition and/or removal of products and benefits, as well as changing or eliminating the prices charged.
We reserve the right to suspend or terminate access to any Premium Services at any time. Furthermore, no credit or refund will be offered if a Premium Service is temporarily unavailable.
You may cancel your account at any time, but when you cancel your access and/or subscription to a Premium Service, you cancel only future charges and we will not offer you a refund of any payments that have already been made for said paid product.
IX. INDEMNIFICATION/ DISCLAIMER OF WARRANTIES AND LIABILITY
You agree to indemnify and hold Last Country, Inc., its subsidiaries, affiliated companies, officers, directors, shareholders, predecessors, successors interest, agents, employees, partners and licensors, harmless from and against any claim, demand, loss, liability, or expense, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post, transmit or otherwise make available through the Website, your access or use of the Website, your violation of this Agreement, or your violation of any rights of a third party. In connection with the foregoing, Last Country, Inc. will provide you with written notice of such third-party claim(s), and you shall cooperate as reasonably required in the defense of any claim. If you assume defense of the claim, you will select legal counsel which is reasonably acceptable to Last Country, Inc. and not settle or otherwise resolve the claim without Last Country, Inc.’s prior written consent. Last Country, Inc. may in its sole discretion choose to participate in the defense at its own cost with its own counsel. Any failure to perform any obligations under this Section IX will not relieve a party of its obligations under this Section IX.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. LAST COUNTRY, INC. DISCLAIMS ALL WARRANTIES WITH REGARD TO THE INFORMATION PROVIDED ON THE WEBSITE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. LAST COUNTRY, INC. PROVIDES NO WARRANTY WITH RESPECT TO THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, OR RELIABILITY OF THE WEBSITE OR THE CONTENT PROVIDED ON THE WEBSITE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL LAST COUNTRY, INC. BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, LOST PROFITS OR OTHER DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR LOSS OF THE DATA CONTAINED WITHIN THE WEBSITE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PERSONS OR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, LAST COUNTRY, INC.’S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
X. VIOLATION OF THIS AGREEMENT; TERMINATION OF ACCESS
You agree that Last Country, Inc. may, in its sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website if we determine that you have violated this Agreement or other agreements or guidelines which may be associated with your use of the Website. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to Last Country, Inc., for which monetary damages would be inadequate, and you consent to Last Country, Inc. obtaining any injunctive or equitable relief that Last Country, Inc. deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Last Country, Inc. may have at law or in equity.
Last Country, Inc. may disclose any information we have about you if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Last Country, Inc.’s rights or property, or the rights or property of visitors to or users of the Website, including Last Country, Inc.’s customers.
If Last Country, Inc. does take any legal action against you as a result of your violation of this Agreement, Last Country, Inc. will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Last Country, Inc.. You agree that Last Country, Inc. will not be liable to you or to any third party for termination of your access to the Website as a result of any violation of this Agreement.
You are granted a limited, revocable, non-exclusive right to create a hyperlink to the Website on the condition that the link does not portray Last Country, Inc. in a false, misleading, derogatory or otherwise defamatory manner.
XII. LINKS TO THIRD PARTY WEBSITES
The Website may contain links to other websites owned or operated by non-affiliated third parties. Last Country, Inc. is not responsible for the content provided by or privacy practices of these other websites. When you visit such websites – even if you get there by clicking on links provided on this Website – this Agreement no longer applies. Last Country, Inc. is not responsible for your access to and use of such linked websites, including the use of your personal information by such linked websites. We have no control over the contents of such linked websites, and accept no responsibility for any loss or damage 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 and privacy policies for such websites.
This Website may provide certain social media features that enable you to link to certain content on this Website, send communications with certain content from this Website, or cause limited portions of content on this Website to be displayed on other sites. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Last Country, Inc. reserves the right to withdraw linking permission without notice, and to disable social media features and any links at any time without notice, at our discretion.
If you send or transmit any communications, comments, questions, suggestions, or related materials to Last Country, Inc., whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, the Services or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Last Country, Inc. is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Last Country, Inc. is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
XIV. Dispute Resolution and Arbitration; Class Action Waiver
Please read this carefully. It affects your rights.
Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at [email protected]. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and Last Country, Inc. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.
Please read this Provision carefully. It provides that all Disputes between you and Last Country, Inc. shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).
For the purpose of this Provision, the term “Dispute” means any dispute, claim, or controversy between you and Last Country, Inc. regarding any aspect of your relationship with Last Country, Inc., whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as Last Country, Inc.’s licensors, suppliers, dealers or third party vendors) whenever you also assert claims against us in the same proceeding.
WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you must first give Last Country, Inc. an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Last Country, Inc., 3495 Lakeside Drive #1115, Reno, NV 89509. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If Last Country, Inc. does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or Last Country, Inc. may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Last Country, Inc., 3495 Lakeside Drive #1115, Reno, NV 89509. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Last Country, Inc. through arbitration. Your decision to opt out of this Arbitration Provision will have no adverse effect on your relationship with Last Country, Inc.. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration (or small claims court as designated above).
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or Last Country, Inc. may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because the Site and this Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration
You or Last Country, Inc. may initiate arbitration in either Reno, NV or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, Last Country, Inc. may transfer the arbitration to Reno, NV in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.
Payment of Arbitration Fees and Costs
Last Country, Inc. will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Last Country, Inc. as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Last Country, Inc. specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by entering into this Agreement you and Last Country, Inc. are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and Last Country, Inc. might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.
This Provision shall survive the termination of your service with Last Country, Inc. or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if Last Country, Inc. makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require Last Country, Inc. to adhere to the language in this Provision if a dispute between us arises.
XV. GOVERNING LAW
This Agreement shall be governed in accordance with the Federal Arbitration Act, the laws of the State of Nevada, and applicable federal laws, without regard to choice or conflict of law provisions. Except for disputes subject to arbitration as described above, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in Reno, NV for resolution of any disputes arising out of or relating to this Agreement or your use of the Website.
XVII. WAIVER AND SEVERABILITY OF UNENFORCEABLE PROVISIONS
If Last Country, Inc. does not exercise or enforce any right under this Agreement, it doesn’t mean that it waives such right. Likewise, if a court holds that any portion of this Agreement is unenforceable, that portion shall be deemed severable from the rest of this Agreement and the fact that it is unenforceable will not affect the validity and enforceability of the remaining provisions.
XVIII. OPINION DISCLAIMER; NO AGENT RELATIONSHIP
The views expressed in the articles labeled “Opinion” on this domain are those of the authors alone. They do not represent the views and opinions of Last Country, Inc., or its staff.
XIX. GEOGRAPHIC RESTRICTIONS
The owner of this Website is based in the state of Nevada in the United States. Last Country, Inc. makes no claims that the Website or any of its content is accessible or appropriate outside of the United States. If you use this Website outside the United States, you are solely responsible for compliance with following applicable local laws.
XX. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between you and Last Country, Inc. with regard to your use of the Website. Any and all other written or oral agreements or understandings previously existing between you and Last Country, Inc. with respect to your use of the Web Site are hereby superseded and canceled. Last Country, Inc. will not accept any counter-offers to this Agreement, and all such offers are hereby categorically rejected.
XXI. CALIFORNIA CONSUMER NOTICE
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Website is provided by Last Country, Inc.. If you have a question or complaint regarding the Website, please contact Last Country, Inc. Customer Service at [email protected]. You may also contact us by sending a letter to: Last Country, Inc., 3495 Lakeside Drive #1115, Reno, NV 89509. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834 or by telephone at (800) 952-5210 or Hearing Impaired at (800)-735-2929.
If you have any questions about this Agreement, please contact us by e-mail at: [email protected]
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE