Carson (“Carson”, “we”, “us”, “our”) User Terms of Service

The terms and conditions set forth below (the "Terms") govern your use of this site on the world wide web. These Terms are a legal contract between you and Carson and govern your access to, and use of, Carson website located at the URL: https://heycarson.comas well as all associated sites linked to http://heycarson.com by Carson, its subsidiaries and affiliated companies, together with the services available through this site (the “Site”). If you do not agree with any of these Terms, do not access or otherwise use this Site, any services available through this Site or any information contained on this Site. Your use of this Site shall be deemed to be your agreement to abide by each of the Terms set forth below. If you are using this Site for your company’s use, you represent that you are an authorized representative who has the authority to legally bind your company to these Terms and to grant Carson the necessary permission to make changes to your company’s website. Carson may make changes to the content and services offered on this Site at any time. Carson may also change, modify or add or remove provisions of these Terms at any time by posting updated terms of use on this site. If any change, modification, additional provision or removal of a provision is unacceptable to you, you shall cease using this Site. If you instead continue to use this Site, you will be conclusively deemed to have accepted the change.

Note: this agreement contains a dispute resolution and arbitration provision, including class action waiver that affects your rights under this agreement and with respect to disputes you may have with Carson. You may opt out of the binding individual arbitration and class action waiver as provided below.

1. How Our Services Work

Carson offers services for customizing websites. We connect website and business owners (“Users”) who need to update their existing websites or other coding services, with web developers (“Developers”) who are able to make these updates for Users through our internal dashboard (“Carson Dashboard”) located at the URL https://dashboard.heycarson.com/. Users can submit a request for website updates – herein called a “Task” – with us through Carson Dashboard and a Developer will be assigned to work on that Task. A Task shall take no longer than 1 hour in length which will be scoped at Carson's discretion.

So that a Developer may work on the Task related to your website as requested, and/or complete the Task, you must supply us with the appropriate login credentials for your website and permit Developers temporary access in order to complete your Task. Developers are not permitted to use your login credentials for any purposes other than to evaluate and complete the Tasks. You must have the authority to authorize Carson and/or Developers to access your website in order to perform the requested services, or you may not submit a Task request.

Carson reserves the right to reject any Task that it deems out of scope for our service, this includes but is not limited to, issues with communicating the job.

2. Website Security

As noted above, Users must supply us with the appropriate login credentials for their website and permit Developers temporary access in order to complete their Task(s). We will store log-in credentials securely, and they are only shared with the Developer(s) to whom your Task is assigned. Developers are prohibited from sharing these log-in credentials and from using your log-in credentials for any purpose other than completing your Task. We will not share your log-in credentials with anyone, after your Task is fully completed. However, you should update your log-in credential after your Task is complete.

At all times, you are responsible for having adequate security in place on your website. You agree to immediately notify Carson of any unauthorized use, or suspected unauthorized use of your Carson account or any other breach of security. We are not liable to any User for any loss or damage arising from User's failure to comply with the above requirements, including your failure to have in place adequate website security, or for any other User website vulnerabilities.

3. Backups

All Users are required to ensure that they maintain backups of their theme throughout development. Carson makes an honest effort to duplicate and maintain backups within each store's themes panel, however, it is at the User's own risk to delete them. It is mandatory that Carson backups are kept in order to remain eligible for any of our guaranteed fixes.

Carson cannot and will not be liable for any loss of data to any User who fails to comply with this provision.

4. Task Completion Times

Carson does not guarantee Task completion time; any estimates provided concerning the completion of a Task are provided as a courtesy and are not binding. Certain Tasks may be eligible to be submitted as "Express" Tasks. Tasks that are submitted as Express Tasks will be charged an additional Express fee. Eligibility for the Carson Express service is at the discretion of Carson.

Carson will provide a delivery time for all Express Tasks, and will do its best to ensure that the delivery time is met. However, Carson cannot guarantee that an Express Task will be completed within the stated delivery time. If an Express Task is not completed within the stated delivery time, Carson will refund to User the amount of the Express fee; however, User will not be entitled to a refund of the0 remaining Task fee simply because the Task was not completed within the stated delivery time.

5. Eligibility

By using the Site, you represent, acknowledge and agree that you are at least 18 years of age. Further, you represent, acknowledge and agree that: (a) all registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information and keep such information up-to-date; and (c) your use of the services offered through this Site do not violate any applicable law or regulation.

Carson may terminate these Terms and your use of the Site without notice if Carson, in its sole discretion, believes that you are under the age of 18, have provided inaccurate or incomplete registration information, or are otherwise ineligible to use our Site and services.

6. General Use Restrictions

Carson provides content and services through the Site. Certain information, documents, products and services provided on and through this Site, including content, logos, graphics and images (together, the “Site Materials”) that are not Submissions (as defined below) are provided to you by Carson and are the copyrighted and/or trademarked work of Carson or Carson’s contributors.

Carson grants you a limited, personal, non-exclusive, non-transferable, and non-assignable license to use and to display and to make one copy of the Site Materials and to use the services and this Site. Except for the license set forth in the preceding sentence above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site Materials in any manner.

This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of these limited licenses, you agree to immediately destroy any downloaded or printed Site Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to this Site or any Site Materials.

7. Using the Site and the Services on the Site

You can simply view the Site, and not use any services on the Site or participate in any interactive programs on the Site. You need not register with Carson to simply visit and view the Site. However, in order to access certain password-restricted areas of the Site (such as Carson Dashboard) and to use certain services (such as to retrieve a Task quote or place an order) and Site Materials, you must register with Carson for an account and receive a password.

8. Password Restricted Areas of this Site

Users. Users that desire to register for an account with Carson must submit an email address and choose a password. Users may also need to provide additional information, such as a website URL and a brief on what work they want performed on their site; this information is not required to register for an account but may be helpful to Carson in providing you with a more customized experience when using the Site or its services. Once a User has submitted his or her account registration information, a Carson administrator shall have the right to approve or reject the requested registration, at the Carson administrator’s sole discretion.

General. You are responsible for maintaining the confidentiality of your Carson Password and you are responsible for all activities that occur using your Password. You agree not to share your Password, let anyone else access your Password or do anything else that might jeopardize the security of your Password. You agree to notify Carson if your Password is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of your Password on this Site or if you know of any other breach of security in relation to this Site. By using this Site, you represent and warrant that all the information that you provide when registering for an account and otherwise through the Site is accurate, complete and up to date. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. You may change, correct or remove any information from your account by logging into your account directly and making the desired changes to your account profile or reaching out to us for assistance at hello@heycarson.com

Beta Users. Without limiting the generality of the foregoing in this Section, if you register for a “beta account” or other pre-release version of the Site and/or the services and Site Materials (“Beta Release”), you acknowledge and agree that the Beta Release may contain, in Carson’ sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Site and/or services that may be offered through the Site. You further acknowledge and agree that any “beta account” will automatically convert to a commercial release version account upon the launch date of the Site and its services to the public (“Public Launch Date”). If you do not desire to continue using the Site or its services after the Public Launch Date, you may contact Carson to delete your account in accordance with the terms and conditions governing deletion of personal information set forth in Carson’s Privacy Policy. While Carson generally intends to distribute commercial release versions of the Site and the services and Site Materials, Carson reserves the right not to release later commercial release versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by Carson to be suitable for commercial use, and that it may contain errors affecting its proper operation. BY CLICKING TO ACCEPT THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE SITE IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE SITE. Carson SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

9. Purchases

Once a User submits a Task request, Carson will provide that User with a quote, estimating the cost of completing that Task, based on the number of hours needed to fulfill the Task; if you accept a quote, Carson will charge you accordingly and will assign your Task to one or more Developers for completion. By submitting a Task and accepting an estimate you agree to pay all fees or charges, including any taxes, to your account for that Task, based on Carson’s Task quote.

Please note that, while we attempt to provide accurate quotes at the outset of a Task (based on the number of hours needed to fulfill the Task), additional information or requests regarding the scope of the Task may necessitate and result in splitting the Task into two and more Tasks, which may increase the estimated price. Carson will inform Users of any increases to the Task quote; if you decline to pay for the increased cost, Carson, in its discretion, may (i) complete (or instruct the Developer to complete) only the Task from the original quote; (ii) cancel the Task and refund your money, and, in its discretion, rollback (or instruct the Developer to rollback) any work already completed on the Task, restoring your website to its prior state (i.e., the state of the website prior to the initiation of the Task).

If you do not pay on time or if Carson cannot charge your credit card, PayPal or other payment method for any reason, Carson reserves the right to either suspend or terminate your access to the Site and account, reject your Task, and terminate these Terms. You are expressly agreeing that Carson is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, PayPal or other payment method designated on your initial registration with this Site, and thereafter at regular intervals for the remainder of the term of these Terms. If you have a balance due on any account, you agree that Carson may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

10. Refunds and Cancellations

The premise of our service is to offer on-going technical Shopify support, which is above the basic support offered by Shopify and Shopify theme and app partners.

We offer our services in the following ways:

  • FLEX task credits
  • Subscription plans
  • Custom quotes

We suggest that new Users purchase a single task credit to assess our service within our 1-hour task limit, as this is the best way to get your request assessed accurately.

We ask that upon purchasing a subscription, you agree to a 3 month minimum term. If you do not think you will need the service for more than a month, it's best to consider other support options. The quality and value we are able to deliver is optimal when customers are with us a minimum of 3 months.

There are several options to get a refund from Carson, depending on the way you have chosen to work with the Service:

Carson offers a 100% satisfaction guarantee. Users who are not satisfied with the outcome of work done on a Task (the "Outcome"), must notify Carson at hello@heycarson.com, within the timeframe set forth below.

Once a Task has been marked as "Verify" by the assigned Developer(s), the User has up to 5 days (120 hours) to review the Task, and to mark it as "Complete," or to notify Carson that it is not satisfied with the Task Outcome. If a User does not take any action within those 5 days, Carson will send a new message as a reminder, and if we receive no answer from the User after 4 days, then the Task will automatically be marked as Completed by the system. A User then has 30 (thirty) days from the date a Task has been automatically marked "Complete" to notify Carson that they are not satisfied with the outcome of the Task or need any adjustment.

If a User notifies Carson that it is not satisfied with the Task Outcome, in accordance with the timeframe set forth above, Carson will either reopen the Task and rectify the situation, or will issue the User a refund in accordance with the Refund policy set forth above and at the discretion of Carson. However, Carson will not provide the User any refund of the Task fee, if the User does not notify Carson at hello@heycarson.com or live chat, that they are not satisfied with the Task Outcome within that 30 days period.

Once you have notified us that you are not satisfied with the Task Outcome, Carson will take steps to address your complaints about the Task Outcome, including by asking the Developer who completed the work, or in our discretion a different Developer, to address your complaints regarding the Task Outcome. However, if after our attempts to address your complaints, you are still not satisfied with the Task Outcome, Carson will issue you a full refund, and may, at its discretion, reverse or rollback, or direct the Developer to reverse or rollback, the work conducted pursuant to the Task and restore your website to its previous condition (before the Task was commenced).

11. Electronic Communications

By using the Site and/or the services provided on or through the Site, you consent to receiving electronic communications from Carson. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or services provided on or through the Site. These electronic communications are part of your relationship with Carson. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

12. Links to Third Party Sites

This Site may be linked to other websites that are not Carson sites (collectively, “Third Party Sites”). Certain areas of the Site may allow you to interact and/or conduct transactions with such Third Party Sites, and, if applicable, allow you to configure your privacy settings in your Third Party Site account to permit your activities on this Site to be shared with your contacts in your Third Party Site account and, in certain situations, you may be transferred to a Third Party Site through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Carson, and you further acknowledge and agree that your use of such Third Party Sites is governed by the respective Third Party Web Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users, guides and privacy policies of any of Third Party Sites. Carson is providing links to the Third Party Sites to you as a convenience, and Carson does not verify, make any representations or take responsibility for such Third Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third Party Sites. You agree that Carson will not, under any circumstances, be responsible or liable, directly or indirectly, for any goods, services, information, resources and/or content available on or through any third party web sites and/or third-party dealings or communications, or for any harm related thereto, or for any damages or loss caused or alleged to be caused by or in connection with your use or reliance on the content or business practices of any third party.

13. Submissions

You acknowledge that you are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds, software and other content or material that you, either through yourself or a third party associated with your account, submit, upload, post or otherwise make available on or through your website (each a “Submission”), and that you, and not Carson, have full responsibility for each such Submission, including its legality, reliability, appropriateness, and trademark and copyright ownership (and the burden of determining whether any material is protected by any such right or is otherwise illegal or inappropriate is on you). You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission made available on or through your Site. You expressly acknowledge that you are fully responsible for any Submission that you make or cause to be made available on or through your Site, in connection with any Task.

14. Task Details

Unless otherwise explicitly stated herein, you agree that any Task submitted by you in connection with this Site is provided on a non-proprietary and non-confidential basis. Unless you mark a Task as private, the Task will be treated as public and certain details about that Task, including but not limited to a description of the work, the cost of the work [and the URL for your website and your company name], will be published on the Site, which means that will be viewable by visitors to the Site and searchable in search engines. For an additional fee, a User may designate a Task as private. If you pay an additional fee to submit a private Task, Carson will require that any Developer assigned to that Task treats the non-public information it receives related to the Task as confidential, and does not disclose such information except as required to perform the Task or as required by law.

15. Unauthorized Activities

When using this Site and/or the services, you agree not to, without limitation:

  • 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.
  • Discuss or incite to illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or 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 Site.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Alter the opinions or comments posted by others on this Site.
  • Take any action that may otherwise harm, disrupt or overburden the Site, or violate these Terms.

This list of prohibitions provides examples and is not complete or exclusive. Carson reserves the right to terminate your access to your account, your ability to post to this Site or use the services), with or without cause and with or without notice, for any reason or no reason, or for any action that Carson determines is inappropriate or disruptive to this Site or services available through the Site, or to any User or Developer.

Carson 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 Carson’s discretion, Carson will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

Submissions and unauthorized use of any Site Materials contained on this Site may violate certain laws and regulations.

You agree to indemnify and hold Carson and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Carson or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Site or the use of this Site and the services available through the Site by any person using your Carson user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

16. Proprietary Rights

Carson is a trademark of Carson in Canada. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Carson, ™ Carson. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

17. No Agency Relationship

Nothing in these Terms creates a relationship of agent and principal, partners, joint venturers or employer–employee between you and Carson, or between any Developer or User, and no act or obligation of either party will in any way bind the other.

18. Disclaimer of Warranties

Your use of this Site and/or the services is at your own risk. Neither the Site Materials nor Submissions, nor any Task information, have been verified or authenticated in whole or in part by Carson, and they may include inaccuracies or typographical or other errors. Carson does not warrant the accuracy or timeliness of the Site Materials or Submissions. Carson has no liability for any errors or omissions in the Site Materials and/or Submissions, whether provided by Carson or our licensors.

Carson, for itself and its subsidiaries, affiliates, licensors, agents, representatives, third-party services providers, and any of the foregoing entities' respective officers, directors, owners, employees, agents, partners, contractors, representatives, successors and assigns (each a “ Carson party” and collectively, the “Carson parties”), makes no express, implied or statutory representations, warranties, or guarantees in connection with this site, the services, any site materials or submissions, relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on this site, including without limitation the site materials or submissions of other users of this site. Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, this site, the services, site materials submissions, and any information or material contained or presented on this site is provided to you on an “as is,” “as available” and “where-is” basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights. Carson does not provide any warranties against viruses, spyware or malware that may be installed on your computer.

The sole remedy for users who are not satisfied with the outcome of a Task is to obtain a refund for that Task, subject to the conditions of the refund section above.

19. Limitation of Liability

No Carson party shall be liable to you for any damages resulting from your displaying, copying, or downloading any site materials or submissions to or from this site. In no event shall Carson be liable to you for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (including loss of data, revenue, profits, use or other economic advantage) however arising, even if Carson knows there is a possibility of such damage.

If, notwithstanding the foregoing, a Carson party is found to be liable to you or any other person for any damage or loss arising out of or relating to these terms or your use of the site, or any content or services therein, the Carson parties’ total cumulative liability shall in no event exceed the greater of: (a) the amount you paid Carson for your use of the site, service and any content therein; or (b) the sum of one hundred (100) us dollars.

Some jurisdictions may not allow the exclusion or limitation of incidental, special, consequential, or other damages, so the above limitations or exclusions may not apply to you. In such an event, Carson’s liability for such damages with respect to the Site and Service will be limited to the greatest extent permitted by applicable law in such jurisdiction.

20. Indemnity

You agree to indemnify, defend and hold harmless, Carson, its affiliates and service providers, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site or Service from and against any and all claims or liability, including costs and attorneys’ fees, arising from or in connection with your violation of these Terms and your use of the Site or services or any Tasks. Carson reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Carson in asserting any available defenses.

21. Local Laws; Export Control

You shall obey all federal, state, and local laws, regulations and rules that apply to your activities when you use the Site or services. Carson reserves the right to terminate your account and to prevent your use of the Site if your account is used to engage in illegal activity or to violate the Terms.

To use our services, you must not be (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to Canada, U.S. or other sovereign country sanctions or embargoes such as imposed under the United Nations Act (UNA), Special Economic Measures Act (SEMA) or Justice for Victims of Corrupt Foreign Officials Act (JVCFOA), including without limitation Iran, North Korea, Sudan and Syria; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

22. Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to Carson, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any services offered through the Site or Site 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 Carson 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 Carson 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.

23. Termination

If you violate these Terms, Carson may terminate and/or suspend your access to the Site without notice. Carson prefers to advise you of your inappropriate behavior and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Carson, may result in immediate termination of your access to this Site and the services available through the Site.

Carson may also in its sole discretion and at any time discontinue providing the Site, the Site Materials and the services available through the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site, the Site Materials and the services available through the Site, under any provision of the Terms, may be effected without prior notice to you, and acknowledge and agree that Carson may bar any further access to the Site, the Site Materials and the services available through the Site,. Further, you agree that Carson shall not be liable to you or any third-party for any termination of access to the Site, the Site Materials and the services available through the Site.

24. 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 hello@heycarson.com. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and Carson. 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 Carson 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, “Carson” means Carson and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and Carson regarding any aspect of your relationship with Carson, 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 Carson’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 Carson an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Carson eCommerce Inc, #575, 2967 Dundas St.W., Toronto, Ontario, M6P 1Z2, Canada. 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 Carson 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 Carson 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”).Carson eCommerce Inc, #575, 2967 Dundas St.W., Toronto, Ontario, M6P 1Z2, Canada. 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 Carson through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Carson.

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).

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 Carson 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.

Jury Waiver

You understand and agree that by entering into this Agreement you and Carson 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 Carson 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.

Severability

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.

Continuation

This Provision shall survive the termination of your service with Carson or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if Carson makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require Carson to adhere to the language in this Provision if a dispute between us arises.

25. Limited Time to Bring Claim

Where permitted by law, you and Carson agree that any cause of action arising out of or related to the Site, and the services available through the Site, or any Site Materials must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

26. General

The laws of Ontario, Canada, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Site may also be subject to other local, state, national, or international laws.

If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Carson’s failure to enforce any of these Terms is not a waiver of such terms. These Terms are the entire agreement between you and Carson and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Carson about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

27. Contact Us

If you have any questions about these Terms or otherwise need to contact Carson for any reason, you can reach us at hello@heycarson.com.