Terms

Welcome to Baarb! These Terms of Use (these "Terms" or the "Agreement") are important and govern your use and access of http://www.baarb.com (the "Website") the Baarb mobile application (the "App") and the services they provide, (collectively with the Website and the App, the "Services").

1. Acceptance of the Terms of Use

Baarb, Inc., our subsidiaries and other affiliates (collectively, "Baarb", "We" or "Us") provide users (each a "User", and collectively "Users") with a platform through which Users can utilize Baarb’s cutting-edge travel search engine to find and book hotel rooms and accommodations (the "Services"). By using the Services, you agree to be bound by these Terms and our Privacy Policy located at http://www.baarb.com/privacy, incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.

2. Changes to the Terms of Use

Baarb may amend the Terms related to the Services, from time to time, at its sole discretion. Amendments will be effective upon Baarb posting such updated Terms at [Insert Link]. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

3. Our Services

Baarb is an online platform that provides a cutting-edge travel search engine that allows Users to find and book hotel rooms.

BAARB IS A TRAVEL SEARCH ENGINE FOR HOTEL ROOMS AND ACCOMMODATIONS. BAARB DOES NOT PROVIDE, OWN OR CONTROL ANY OF THE HOTELS, TRAVEL SERVICES OR PRODUCTS (COLLECTIVELY, THE “TRAVEL PRODUCTS”) THAT YOU CAN ACCESS THROUGH THE SERVICES. THE TRAVEL PRODUCTS ARE OWNED, CONTROLLED OR MADE AVAILABLE BY THIRD PARTIES (THE “TRAVEL PROVIDERS”) EITHER DIRECTLY (E.G. A HOTEL) OR AS AN AGENT (E.G. ONLINE TRAVEL AGENCY). THE TRAVEL PROVIDERS ARE EXCLUSIVELY RESPONSIBLE FOR THE TRAVEL PRODUCTS. THE TRAVEL PROVIDER’S TERMS AND PRIVACY POLICIES APPLY TO YOUR BOOKING SO YOU MUST AGREE TO, AND UNDERSTAND THOSE TERMS. FURTHER, THE TERMS OF THE ACTUAL TRAVEL PROVIDER (E.G. HOTEL) APPLY TO YOUR TRAVEL, SO YOU MUST ALSO AGREE TO AND UNDERSTAND THOSE TERMS. YOUR INTERACTION WITH ANY TRAVEL PROVIDER ACCESSED THROUGH OUR SERVICES IS AT YOUR OWN RISK AND BAARB DOES NOT HAVE ANY RESPONSIBILITY SHOULD ANYTHING GO WRONG WITH YOUR BOOKING OR DURING YOUR TRAVEL.

BAARB HOSTS CONTENT, INCLUDING PRICES, MADE AVAILABLE BY OR OBTAINED FROM TRAVEL PROVIDERS. BAARB IS IN NO WAY RESPONSIBLE FOR THE ACCURACY, TIMELINESS OR COMPLETENESS OF SUCH CONTENT. SINCE BAARB HAS NO CONTROL OVER THE TRAVEL PRODUCTS AND DOES NOT VERIFY THE CONTENT UPLOADED BY THE TRAVEL PROVIDERS, IT IS NOT POSSIBLE FOR BAARB TO GUARANTEE THE PRICES DISPLAYED ON THE SERVICES. PRICES ARE SUBJECT TO CHANGE AND ADDITIONAL CHARGES (E.G. PAYMENT FEES, SERVICES CHARGES, LOCAL TAXES AND FEES) MAY APPLY.

BAARB DOES NOT ENDORSE ANY TRAVEL PRODUCT OR TRAVEL PROVIDER, AND BAARB DOES NOT REPRESENT THAT ANY SPECIFIC TRAVEL PRODUCT IS SUITABLE FOR YOU. BY USING OUR SERVICES, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR THIRD PARTIES WHO CAUSED YOU HARM. YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON OR SEEK ANY LEGAL REMEDY FROM BAARB WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.

4. Bookings

There is no charge to register an account with Baarb, use our Website or download the App. If you make a hotel or other Travel Product booking through our Services, that booking is made with the Travel Provider named on the booking page and our Services act only as a user interface. Accordingly, Baarb has no responsibility for the booking or the Travel Product. Baarb has no involvement in creating the description of the Travel Product, in defining or setting the price and fees or in providing the Travel Product itself. If you have any issues or disputes involving your booking and/or Travel Product, you agree to address and resolve these with the Travel Provider and not with Baarb.

5. Conditions for Using Our Services

5.1. General conditions

The Services are not directed to or intended for use by anyone under the age of 18. By using our Services, you represent and warrant that (a) you are 18 years of age or older, (b) you are a legal resident of the United States, (c) you have not been previously suspended or removed from our Services, or engaged in any activity that could result in suspension or removal from our Services, (d) you have all right, power and authority to enter into and perform this Agreement.

You further represent and warrant that (a) the execution of this Agreement and performance of this Agreement will not violate any other agreement to which you are party; (b) this Agreement constitutes the legal, valid and binding obligation to you; and (c) you shall perform this Agreement in accordance with all applicable laws.

5.2. Representations and Warranties

(a) Users

You acknowledge, agree, represent and warrant that:
  • you shall not use our Service for any unlawful purpose;
  • you shall not infringe rights of Baarb or a third party, including any property, intellectual property, privacy rights of Baarb or a third party;
  • you shall not use our Services in violation of any of the Terms herein;
  • you shall not use our Services in violation of your contractual or other legal obligations;
  • you shall not “stalk” or otherwise harass another User or any other person;
  • you shall not make false representations, including about your identity or affiliations;
  • you shall not use any software, viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
  • you shall not engage in any conduct that interferes with our Website, App or Services, or restricts or inhibits any other person from using or enjoying the same, or which, in Baarb’s sole judgment, exposes Baarb or any of its officers, directors, employees or agents to any liability or detriment of any type;
  • you shall not use reverse engineer to reconstruct any of Baarb’s Services;
  • you shall not engage in any activity that, in Baarb’s sole discretion, constitute as “spam”;
  • you shall not harvest or otherwise collect any data, information or content made available through our Services, including by using manual or automated software, devices, or other processes to "crawl", "scrape" or "spider" any page of the Website or App to copy, obtain, propagate, distribute or misappropriate any User Content or Baarb Content;
  • you shall not engage in any activity that can reasonably cause injury, loss or damage to Baarb or a third party; and
  • you shall contact Baarb for any illegal, suspicious, or fraudulent activity; any security or data breaches; or any activity that violates these Terms.

You acknowledge and agree you are responsible for your own acts and omissions. Baarb reserves the right, to suspend or terminate your access to our Services for any or no reason.

If you submit any information, including any personal information, on or through our Services, you represent and warrant that you are the owner of such information or are authorized to submit such information. Prior to submitting any personal information of a third party, you represent and warrant that you shall provide a copy of our Privacy Policy to the third party and have received the explicit and informed consent from the third party to submit such information.

6. Intellectual Property

6.1 Baarb Intellectual Property

Unless otherwise indicated in writing by us, the Services, the software, the travel search engine and its derivatives, and all content and other materials contained therein, including, without limitation, the Baarb logo, trademarks, trade names, service marks, slogans and all designs, text, graphics, pictures, information, data, software, sound files, User Content (as described herein), other files and the selection and arrangement thereof (collectively, the “Content”) are the proprietary property of Baarb or our licensors or Users, as applicable, and are protected by U.S. and international copyright laws.

Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Services. However, such license is subject to these Terms and does not include any right to:

  • sell, resell, licenses, sublicense, distribute, rent or lease the Services and the Content, and any such attempts shall be null and void;
  • use commercially the Services and the Content;
  • distribute, publicly perform or publicly display any Content;
  • modify or otherwise make any derivative uses of the Services or Content, or any portion thereof;
  • use any data mining, robots or similar data gathering or extraction methods;
  • download (other than the page caching) any portion of the Services or Content, except as expressly permitted by us; or
  • use the Services or Content other than for their intended purposes, which shall be limited to use in furtherance of the Services.

Any use of the Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Baarb or any third party, whether by estoppel, implication or otherwise.

Notwithstanding anything to the contrary in these Terms, the Services and the Content may include software components provided by Baarb or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

6.2 User Content

The Services may include interactive features and areas that allow Users to create, upload, post, share or store content to or through our Services, including, but not limited to, reviews, photos, video, sound, graphics, code, items or other materials (collectively, "User Content"). In the event you decide to upload or share your User Content with others through the Services or third party platforms, you understand that this User Content may be viewable by others. You agree that you are solely responsible for your User Content and for your use of any interactive features and areas on our Services:

By using the interactive features and areas of our Services, you further agree not to create, upload, post, share or store any of the following:

  • User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  • User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • User Content that impersonates, or misrepresents your affiliation with, any person or entity;
  • User Content that references or depicts Baarb or our Services but fails to disclose a material connection to us, if you have one;
  • User Content that contains any unsolicited promotions, political campaigning, advertising or solicitations;
  • User Content that contains any private or personal information of a third party without such third party’s consent;
  • User Content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; and
  • User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the our Services, or that may expose Baarb or others to any harm or liability of any type.

We are not responsible or liable for any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on our Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on our Services at your sole cost and expense

We do not claim any ownership interest in your User Content. However, by uploading, posting submitting, or otherwise linking User Content to our Services or third-party websites, mobile apps or other online platforms connected to our Services, you hereby grant Baarb a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes.

By uploading, posting or submitting User Content to Baarb through our Services or third-party websites, mobile apps or other online platforms connected to our Services, you represent and warrant that:

  • such User Content is non-confidential,
  • you own and control all of the rights to the User Content or you otherwise have all necessary rights to post such User Content,
  • you authorize Baarb to use such User Content for the purposes described in these Terms,
  • the User Content is accurate and not misleading or harmful in any manner, and
  • the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation or third party right.

6.3 Feedback and Suggestions

Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information to Baarb (collectively, "Feedback"). Feedback is non-confidential and shall become the sole property of Baarb. Baarb shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

6.4 Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Services by or terminating the accounts of Users, in appropriate circumstances or in our sole discretion who infringe the intellectual property rights of another. If you believe that anything on our Services infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:

Baarb, Inc.

12655 W. Jefferson Blvd.

Los Angeles, CA 90066

[copyright@baarb.com]

If a material you have posted to our Services was removed or disabled in error, you may file a counter notice pursuant to the Digital Millennium Copyright Act.

Please consult the Digital Millennium Copyright Act, for example at 17 U.S.C. § 512, for the requirements of a proper notification.

You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

7. Third Party Content

WE MAY SEND AND/OR DISPLAY CONTENT, ADVERTISEMENTS AND PROMOTIONS FROM THIRD PARTIES THROUGH OUR SERVICES (COLLECTIVELY, "THIRD PARTY CONTENT"). WE DO NOT CONTROL, ENDORSE OR ADOPT ANY THIRD PARTY CONTENT, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING SUCH THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, REGARDING ITS ACCURACY OR COMPLETENESS. YOU ACKNOWLEDGE AND AGREE THAT YOUR INTERACTIONS WITH THIRD PARTIES PROVIDING THIRD PARTY CONTENT ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTIES, AND THAT BAARB IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH INTERACTIONS OR THIRD PARTY CONTENT. YOU SHOULD REVIEW THE TERMS OF SERVICE AND PRIVACY POLICY OF ANY THIRD PARTY PRIOR TO ENGAGING THEIR SERVICES.

8. Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device or when you receive text messages and other communications from Baarb. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Baarb does not guarantee that our Services, or any portion thereof, will function on any particular hardware or devices. In addition, our Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

9. General Disclaimers

BAARB IS ONLY RESPONSIBLE FOR PROVIDING THE SERVICES UNDER THE TERMS OF THIS AGREEMENT. BAARB SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY BOOKINGS MADE THROUGH THE SERVICES.

ALL SERVICES ARE PROVIDED ON AN "AS IS", “WHERE IS” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BAARB DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (1) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE, AS TO THE WEBSITE, APP AND THEIR CONTENT AND MATERIALS; AND (2) THAT THE WEBSITE, APP AND THEIR CONTENT AND MATERIALS, WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE ACCURATE, RELIABLE, AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR. BAARB FURTHER DISCLAIMS ANY OTHER WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, AND ANY WARRANTIES THAT THE SERVICES WILL BE FREE AND CLEAR FROM ANY ADVERSE LIEN OR SECURITY INTERESTS.

10. Limitation of Liability and Release

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM BAARB PARTIES ANY INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, FOR ANY HARM OR DAMAGE CAUSED BY, ARISING FROM, OR RELATING TO THE USE OF THE WEBSITE, APP, THEIR CONTENTS, OR OUR SERVICES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL BAARB’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES, AND FROM ANY BOOKINGS YOU HAVE MADE, EXCEED EITHER (I) THE AMOUNTS YOU HAVE PAID TO THIRD-PARTIES THROUGH THE SERVICES DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION ACCRUED OR (II) ONE HUNDRED DOLLARS ($100) IF YOU HAVE MADE NO PAYMENTS THROUGH THE SERVICES.

THE PROVISIONS OF THIS SECTION 10 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND BAARB.

11. Indemnification

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BAARB, AND OUR PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE "BAARB PARTIES"), FROM AND AGAINST ALL ACTUAL OR ALLEGED BAARB PARTY OR THIRD PARTY CLAIMS, DAMAGES, AWARDS, JUDGMENTS, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, INTEREST, FEES, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) AND COSTS (INCLUDING, WITHOUT LIMITATION, COURT COSTS, COSTS OF SETTLEMENT AND COSTS OF PURSUING INDEMNIFICATION AND INSURANCE), OF EVERY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, OR SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHETHER IN TORT, CONTRACT OR OTHERWISE (COLLECTIVELY, "CLAIMS"), INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONAL INJURY, THAT ARE CAUSED BY, ARISE OUT OF OR ARE RELATED TO (A) YOUR USE OR MISUSE OF OUR SERVICES OR CONTENT, (B) ANY USER CONTENT YOU CREATE, POST, SHARE OR STORE ON OR THROUGH OUR SERVICES OR ANY USER CONTENT YOU CREATE, POST, SHARE OR STORE ON THIRD-PARTY WEBSITES, MOBILE APPS OR OTHER ONLINE PLATFORMS CONNECTED TO OUR SERVICES, (C) ANY FEEDBACK YOU PROVIDE, (D) YOUR FAILURE TO NOTIFY US THAT YOU NO LONGER CONTROL ANY TELEPHONE NUMBER YOU PROVIDED TO US, (E) YOUR VIOLATION OF THESE TERMS, (F) YOUR VIOLATION OF ANY RIGHT OF ANOTHER, AND (G) YOUR AUTHORIZATION OF ANY THIRD PARTY’S USE OR MISUSE OF THE SERVICES PROVIDED TO YOU. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU AGREE TO PROMPTLY NOTIFY BAARB OF ANY THIRD PARTY CLAIMS AND COOPERATE WITH THE BAARB PARTIES IN DEFENDING SUCH CLAIMS. YOU FURTHER AGREE THAT THE BAARB PARTIES SHALL HAVE CONTROL OF THE DEFENSE OR SETTLEMENT OF ANY THIRD PARTY CLAIMS. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND BAARB.

12. Dispute Resolution, Governing Law, Venue, Jurisdiction and Arbitration

12.1 Dispute Resolution

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS AND OUR SERVICES MUST COMMENCE BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, YOUR ABILITY TO BRING ANY CASE OR CAUSE OR ACTION AGAINST BAARB SHALL BE PERMANENTLY BARRED. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE PERIOD DURING WHICH BAARB MAY BRING ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT AGAINST YOU.

YOU AND BAARB EXPRESSLY AGREE THAT EACH SHALL BRING ANY DISPUTE, IN ANY AMOUNT, AGAINST THE OTHER, IN EACH OTHER’S RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, YOU AND BAARB EACH AGREE THAT ALL DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.

12.2 Binding Arbitration

ANY DISPUTE OR CLAIM BETWEEN YOU AND BAARB, ARISING OUT OF, OR RELATING IN ANY WAY TO, THE TERMS, THE SERVICES, OR YOUR USE OF THE SERVICES ("DISPUTE") SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. ANY AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING UPON THE PARTIES HERETO. EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES FOR THE ARBITRATION. BY VIRTUE OF THESE TERMS YOU AND BAARB ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. NOTWITHSTANDING THE AFOREMENTIONED, BAARB RETAINS ITS RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ITS COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

The provisions of this Section 12.2 shall constitute your and Baarb’s written agreement to arbitrate Disputes under the Federal Arbitration Act ("Arbitration Agreement"). Any modification to this Arbitration Agreement shall be in writing and signed by you and Baarb. The arbitration will be administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All arbitrations are to be conducted in Los Angeles County, State of California.

12.3 Governing Law, Venue and Jurisdiction

These Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict of law provisions. This Agreement shall inure to the benefit of each party and its successors, assigns and agents. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of California located in the State of California, County of Los Angeles. You hereby agree to submit to the personal jurisdiction of the state of California.
13. Miscellaneous

13.1 Electric Communications

By using the Services or creating an account, you also consent to receive electronic communications from Baarb (e.g., via email or by posting notices to the Services). These communications may include notices about your account or use of the Services (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

13.2 Termination

Notwithstanding anything contained in these Terms, Baarb reserves the right, without notice and in its sole discretion, to terminate these Terms, or deny your right to access or use the Services, at any time and for any reason or no reason. You acknowledge and agree that Baarb shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

13.3 Modification of Our Services

Baarb further reserves the right, in its sole discretion, to modify, suspend or discontinue, temporarily or permanently, its Services (or any features or parts thereof) at any time and without liability therefor.

13.4 Complete Agreement

Except as otherwise expressly provided herein, these Terms set forth the entire agreement between you and Baarb regarding the access and use of our Services, and supersedes all prior promises, agreements, representations, or arrangements, whether written or oral.

13.5 Assignment

Baarb may assign its rights and duties under this Agreement to any of its subsidiaries or affiliates without giving you notice or to any other entity upon prior written notice to you.

13.6 Severability

If any term, clause or provision of these Terms is held invalid or unenforceable by a court or other tribunal of competent jurisdiction, then that term, clause or provision will be severed or limited to the minimum extent from these Terms and the remaining Terms will continue in full force and effect.

13.7 No Waiver of Rights

No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Baarb’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

13.8 No Third Party Beneficiary

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

13.9 Electronic Signature

You agree that the electronic text of this Agreement constitutes a writing and your assent to these Terms constitutes a "signing" for all purposes.

13.10 International Use

If you gain access to the Services from locations outside the United States, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Services or Site Content in violation of U.S. export laws or regulations.

Last Updated: October 7, 2016