SCA Terms of Use
Effective August 23, 2024
Terms of Use
These Terms of Use (“Terms”), and the policies and other documents referenced in these Terms, together form an agreement (“Agreement”) between you (“you” and “your”) and Specialty Coffee Association, a nonprofit organization, and its subsidiaries (“SCA,” “we,” “us,” or “our”). If you are entering into this Agreement on behalf of an entity or organization, you represent and warrant to SCA that you are authorized to bind that entity or organization to this Agreement, and all references in this Agreement to “you” will include that entity or organization.
SCA organizes events, operates websites, mobile applications, and a centralized membership platform (the “Platform”) that offers registered users (“Members”) the opportunity to access information, data, and content (“Content”), as well as to use additional services, resources, and offerings and obtain access to additional benefits (“Offerings”) (collectively, the “Services”). SCA is willing to allow you to access and use the Services if you agree to be bound by this Agreement.
This Agreement will form a binding legal agreement between you and SCA as of the date you first accept this Agreement, including electronically (the “Effective Date”). You and SCA are each a party to this Agreement and together are the parties to this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. ALL USE OF THE SERVICES IS SUBJECT TO YOUR COMPLIANCE WITH THIS AGREEMENT. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. If you do not agree to be bound by the agreement, you may not access or use the SERVICeS.
BY ENTERING INTO THIS AGREEMENT, YOU MAY BE WAIVING CERTAIN RIGHTS. In particular, this agreement contains PROVISIONS PROVIDING FOR MANDATORY BINDING arbitration AND WAIVER OF JURY TRIALS (IN THE SECTION BELOW titled “dispute REsOLUTION”), which limit your rights to bring an action in court and have disputes decided by a judge or jury, and other provisions that limit our liability to you.
1. Definitions. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. Scope.
2.1 Generally. This Agreement generally applies to your access to and use of the Platform and all Content and Offerings. Unless otherwise specified in this Agreement, all access to and use of the Platform and all Content and Offerings by you or on your behalf is subject to this Agreement.
2.2 Third Party Offerings. The Services may also provide you with access Offerings provided by third parties (“Third Party Offerings”). SCA does not operate, control, or endorse any Third Party Offerings. Third Party Offerings are offered for your convenience and you assume sole responsibility for your use of any Third Party Offering. You may be required to agree to additional terms and conditions applicable to a Third Party Offering (“Third Party Terms”). Any Third Party Terms shall control only as to your use the Third Party Offering covered by those Third Party Terms and the terms of this Agreement will continue to control in all other respects with respect to the Services.
2.3 Additional SCA Agreements. If you enter into any other agreement with SCA or any of its affiliates, for example SCA Codes of Conduct, available here https://sca.coffee/code-of-conduct, this Agreement does not affect the relationship you have with SCA or such affiliate under your additional agreement with SCA, and any such additional agreement will remain applicable between you and SCA or such affiliate, as applicable, provided that the terms of this Agreement (and any Third Party Terms, if applicable) will control in all respects with regard to the Platform and all Content and Offerings (as well as the Third Party Offerings) and your access to and use thereof.
3. Eligibility. The Services are for use by individuals 18 years of age and older. Additional eligibility requirements for various Offerings may be stated on the Platform. If you do not meet any such eligibility requirements, the Platform is not for you, and you are not permitted to establish an Account (as defined below) or become a Member of the Platform and you may not access or use any Offerings or Content.
4. Term. This Agreement is effective as of the Effective Date and will continue until terminated as set forth herein.
5. Account.
5.1 Your Account. Before you can become a Member of the Platform, you will be required to establish an account on the Platform (your “Account”). All Accounts are issued at the sole discretion of SCA.
5.2 Account ID. Your Account and the username and password for your Account (“Account ID”) are personal in nature. Your Account is for your own personal use and your Account ID may be used only by you alone. You may not transfer your Account to someone else. You also may not provide your Account ID to anyone else or give a third party access your Account. You will ensure the security and confidentiality of your Account ID and will notify SCA immediately if any Account ID is lost, stolen or otherwise compromised.
5.3 Responsibility. You are solely responsible for your Account and all use of the Platform and any Offerings or Content through your Account. You are fully responsible for all actions taken through your Account (or using your Account ID) and for any liabilities and damages incurred through the use of your Account (or your Account ID), whether lawful or unlawful.
5.4 Registration. In connection with establishing your Account and accessing the Platform, you will be asked to submit certain information about yourself (“Registration Information”). You agree that (a) all Registration Information you provide will be true and complete, and (b) you will promptly update your Registration Information to keep it accurate and current. You may not (i) select or use an Account ID of another person with the intent to impersonate that person; and (ii) use an Account ID that SCA, in its sole discretion, deems offensive or misleading.
6. Access.
6.1 To the Services. Subject to your compliance with this Agreement, during the term of this Agreement, SCA will permit you to access the Services solely for your own personal use in accordance with the terms of this Agreement.
6.2 To Content. The Services offer a variety of Content. Content may include text, audio, video, photographs, illustrations, graphics and other content. The Content made available through the Services includes Content provided by SCA (“Platform Content”), as well as Content made available by you and other Members of the Platform (“Member Content”). All Content is for informational purposes only. SCA is not responsible for any errors or omissions in any Content. You are solely responsible for verifying the accuracy and completeness of all Content, as well as the applicability and suitability of any Content to your intended use. Subject to your compliance with this Agreement, you may access the Content made available to you through the Services solely for your own personal use in connection with your use of the Services. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Without limiting the foregoing, SCA will not be held liable to you or any other third party for any Content (including your Member Content) under the Communications Decency Act (47 U.S.C. § 230).
7. Right To Modify or Discontinue the Platform. SCA We reserve the right to modify, or temporarily or permanently discontinue, all or any portion of the Platform, including any Offerings or Content, at any time with or without notice, by making those modifications through the Platform or by discontinuing access through the Platform. We will not be liable to you or to any third party for any such modification, suspension, or discontinuance.
8. Communications. The Services may permit you to send communications to third parties, including via, email, telephone, and text message (“Communications”). You are solely responsible for all Communications you initiate and send through the Services. When you initiate a Communication through the Services, you represent and warrant that you have the right and authority to send the Communication to the individual recipient and that you have obtained all authorizations, consents, and permissions necessary under applicable Law and under any applicable privacy policy to send any such Communication. You will not initiate or send any Communication through the Platform or Offerings in violation of any applicable Law or privacy policy, or in a manner that would cause SCA to violate any applicable Law or privacy policy, including the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, Telephone Consumer Protection Act (TCPA), Telemarketing and Consumer Fraud and Abuse Prevention Act (TCFAPA), Telemarketing Sales Rule, and any other Law concerning outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing) and all equivalent Laws.
9. Interactions with Other Members. The Platform will allow you to link, connect, interact, and communicate with other Members through the Platform. By linking, connecting, interacting, or communicating with other Members, you are agreeing to allow those Members to link, connect, interact, and communicate directly with you through the Platform. You are solely responsible for all communications between you and any other Member through the Platform. When you link, connect, interact, or communicate with another Member through the Platform, you consent and agree that SCA may disclose to that Member any Content that you elect to provide to them through the Platform, including any personal information you may provide.
10. Your Member Content. You are solely responsible for all Member Content that you may provide or make available through the Platform or Offerings (collectively, your “Member Content”). As between you and SCA, you retain ownership of your Member Content. However, in addition to the permissions and consents granted to SCA under the SCA Privacy Policy, by providing or making available your Member Content through the Platform or Offerings, you grant SCA a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display your Member Content throughout the world in any form, media, software, or technology of any kind. In addition, you waive all moral rights in your Member Content or warrant that all moral rights applicable to such content have been waived. You also grant SCA the right to use your name in connection with the reproduction or distribution of your Member Content. You represent and warrant that your Member Content: (1) will not violate this Agreement, the SCA Privacy Policy, the SCA Codes of Conduct (https://sca.coffee/code-of-conduct), or any applicable Laws; (2) is not are libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (3) does not constitute an infringement or misappropriation of the IPR or other rights of any third party; (4) is not illegal in any way or advocate illegal activity; (5) is not an advertisement or solicitation of funds, goods, or services; (6) is not false, misleading, or inaccurate; or (7) is not (or could not be considered) junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. SCA is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of your Member Content. You agree that you have all right, title, interest, and consents in and to your Member Content necessary to allow SCA to use your Member Content for the purposes stated in this Section.
11. Fees. You will pay SCA or their third party payment processor the fees and charges as indicated on the Platform (“Fees”). All Fees will be due and payable as indicated on the Platform. You will pay all Fees when due. Unless otherwise indicated on the Platform, all Fees will be payable in U.S. Dollars or Euros based on current business practices. All Fees are non-refundable once paid to SCA. SCA may update any Fees applicable to this Agreement at any time, by making those modifications available to you as part of the Platform, with such update(s) applicable to any subsequent purchases through the Agreement. You are solely responsible for all expenses you may incur under this Agreement or through your access to and use of the Services. All Fees are exclusive of, and you will be responsible for payment of, all taxes, assessments, fees, or other charges of any kind, including, any value-added tax, stamp (or other similar) tax, social security (or local equivalent), or income tax, required by applicable law that may be imposed on either party by way of this Agreement or any amounts you pay under this Agreement, excluding any tax based solely on the net income of SCA.
12. Termination. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination of this Agreement for any reason: (1) all rights and subscriptions granted to you under this Agreement will terminate; (2) all amounts due or payable by you under this Agreement will become due and payable; (3) you will immediately cease all use of and access to the Platform and all Offerings and Content (including, all Content you obtained prior to termination); (4) you will return to SCA or (if so notified by SCA) destroy, all Confidential Information in your possession or control; and (5) SCA may, in its sole discretion, delete your Account and any of your Member Content held by SCA. The relevant portions of the following Sections will survive termination of this Agreement for any reason: Your Member Content, Termination, Ownership, Representations and Warranties, Disclaimers, Indemnity, Limitation on Liability, Data Privacy, Disputes, Governing Law and Venue, Notices and Additional Terms.
13. Suspension. Without limiting SCA’s right to terminate this Agreement, SCA may also suspend your access to your Account, the Platform, and the Offerings and Content (including your Member Content), with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by SCA to be inappropriate or detrimental to the Platform or Offerings, SCA or any SCA provider, any other Member, or any third party.
14. Platform Technology. The Platform and Offerings, and the software, databases, hardware, and other technology used by or on behalf of SCA to operate the Platform and Offerings, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute the valuable trade secrets of SCA. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
15. Ownership. SCA retains all right, title and interest, including all IPR (as defined below), in and to the Platform, Offerings, Technology, and all Platform Content, as well as any additions, improvements, updates and modifications thereto (“SCA Property”). You receive no ownership interest in or to the SCA Property and you are not granted any right or license to use the SCA Property itself, apart from your ability to access the Platform, Offerings, and Content under this Agreement. The SCA name, logo and all product and service names associated with Services are trademarks of SCA and its licensors and providers and you are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
16. Representations and Warranties.
16.1 Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
16.2 Compliance With Laws. You acknowledge that the SCA websites and Platform are general purpose online services and are not specifically designed to facilitate compliance with any specific law, rule, or regulation (“Law”). Your use of the Services in compliance with any specific Law is your sole responsibility. SCA is not responsible for enabling your compliance with any such Law or for your failure to comply. You will ensure that your use of and access to the Services will comply with all applicable Laws and will not cause SCA itself to violate any applicable Laws, including the Telephone Consumer Protection Act of 1991 or the Children's Online Privacy Protection Act of 1991.
17. Disclaimers.
17.1 No Professional Advice. The SERVICES DO not provide legal, or other professional advice and are not intended to be a substitute for medical, legal, or other professional advice, diagnosis, treatment or recommendations. All Content made available to You through the SERVICES is for informational purposes or general guidance only. your use of The SERVICES and any interactions you may have with SCA or any other Member or third party through the SERVICES do not create a professional relationship and do not create any privacy interests other than those described in the SCA Privacy Policy. Neither SCA nor any other Member recommends or endorses any content that may be included on the Platform. Your reliance on any Content is solely at your own risk.
17.2 No Additional Warranties. SCA MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY OFFERINGS OR CONTENT. THE SERVICES AND ALL OF ITS CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SCA doES not warrant or guarantee the accuracy, completeness, adequacy, or currency of any OFFERINGS OR Content and doES not endorse the views or opinions that may be expressed in the Content or other data or information provided through the platform OR ANY OFFERING. WE CANNOT AND DO NOT REPRESENT THAT THE SERVICES WILL OPERATE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS, THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES, MALWARE, OR OTHER HARMFUL MECHANISMS, OR OTHERWISE MEET YOUR REQUIREMENTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES THE ACCURACY OR COMPLETENESS OF THEREOF. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY STATUTE, CUSTOM OR COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON–INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, CORRECTNESS, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY CONTENT. WE DO NOT ENDORSE ANY OPINION, ADVICE, COMMENT OR STATEMENT MADE ON THE PLATFORM AND SUCH STATEMENTS DO NOT IN ANY WAY REFLECT OUR OPINION, ADVICE OR STATEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE CONTENT IS AT YOUR SOLE RISK.
18. Indemnity. You covenant and agree to indemnify, defend, and hold harmless SCA and its officers, directors, shareholders, parents, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) your access to or use of the Services; (2) your Member Content and any other Content you provide through the Services; and (3) your breach of any representation, warranty, or other provision of this Agreement. SCA will provide you with notice of any such claim or allegation, and SCA will have the right to participate in the defense of any such claim at its expense.
19. Limitation on Liability. SCA and its affiliates will not BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE platform, CONTENT, OR OFFERINGS, EVEN IF SCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF CONTENT (INCLUDING YOUR MEMBER CONTENT), OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. SCA’s TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND all ACCESS TO AND USE OF THE platform, OFFERINGS, OR CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100 or, in the case of any purchases you make through the Platform, the amounts paid by you to SCA for those purchases. You agree THAT SCA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SCA’s LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
20. Confidentiality. For purposes of these Terms, “Confidential Information” means Platform Content and all other Technology, and all other documentation, information, data, and materials made available to you regarding any Technology, regardless of form or format, including all copies thereof. You will use and disclose the Confidential Information only if expressly permitted herein or in an additional agreement with SCA. Unless you are permitted to do so, you will not use any Confidential Information. You will not otherwise use or disclose any Confidential Information without SCA’s prior written consent. You will treat all Confidential Information with the same degree of care as you treat your own confidential information which, in no event, will be less than reasonable care.
21. Data Privacy. While the SCA Privacy Policy is not part of this Agreement, you consent to the use and disclosure of your personally information and other data and information as described in the SCA Privacy Policy.
22. Feedback. Any information, content, or materials you provide to us through the Services, including any feedback, comments, or suggestions relating to the use, operation, performance, functionality, or features of the Platform, Offerings, or Content (“Feedback”) is entirely voluntary. We will be free to use any Feedback as we see fit for any purpose and without any without notice, payment, or other obligation to you. All use of any Feedback will be at our sole discretion.
23. Antitrust. As a Member of the Platform, you must be mindful of constraints of anti-trust or competition laws when engaging with other Members on the Platform. All Communications, Content, and Offerings on the Platform are conducted and offered for informational purposes only, to provide a forum for the open discussion and free exchange of ideas even amongst individuals and entities that may otherwise compete in the marketplace. As a Member, it is your responsibility to avoid (and where you see others acting in such a manner, to discourage) any agreement or inappropriate communications that could have anti-competitive effects or could constitute a restraint on trade. In discussing the pros and cons on a topic of discussion, you may express an opinion, but must avoid collective agreements on how any particular issue/matter should be handled.
24. Dispute Resolution.
24.1 Disputes. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section.
24.2 Binding Arbitration.
a. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, then at the request of either party such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by SCA in Irvine, CA U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
b. Opt-Out of Arbitration. WHEN YOU FIRST ENTER INTO THESE TERMS, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE (“OPT-OUT”) BY SENDING US AN OPT-OUT NOTICE TO THE ARBITRATION NOTICE ADDRESS LISTED ABOVE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN 30 DAYS AFTER THE DATE YOU ENTER INTO THESE TERMS. In order to opt-out, you must include your name, address (including street address, city, state, and zip code), and email address in your Opt-Out Notice. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
24.3 Consent to Jurisdiction. Subject to the previous Section titled “Binding Arbitration”, each party will bring any action or proceeding relating to any Dispute or otherwise arising from or relating to this Agreement exclusively in a state or federal court located in Irvine, CA, U.S.A. You irrevocably consent and submit to the personal jurisdiction and venue of such state and federal courts for any such suit or action. You waive any right that you may have to object to the personal jurisdiction or venue of such state and federal courts.
24.4 Waiver of Collective Action. You agree that you will pursue any claim or lawsuit RELATED TO ANY DISPUTE OR OTHERWISE arising from or in any way relating to this Agreement, THE SERVICES, or your use thereof as an individual, and will not lead, join, or serve as a representative or member of a class or group of persons bringing such a claim or lawsuit. where applicable, the AAA Mass Arbitration Supplementary Rules shall permit consolidation of claims to be heard by a single Merits Arbitrator, and such consolidation shall be encouraged in the interest of arbitral economy. If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does NOT apply and the dispute must be brought in court.
24.5 Waiver of Jury Trial. The parties desire to avoid the time and expense relating to a jury trial of any Dispute. Accordingly, the parties, for themselves and their successors and assigns, hereby waive trial by jury of any Dispute. The parties acknowledge that this waiver is knowingly, freely, and voluntarily given, is desired by both parties and is in the best interests of both parties.
25. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California, U.S.A. as such laws apply to contracts between California residents performed entirely within California without regard to any conflict of laws rules that may direct the application of the laws of another jurisdiction.
26. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to SCA by postal mail to the address for SCA listed on the Platform. SCA may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to SCA in connection with your Account, provided that in the case of any notice applicable both to you and other Members of the Platform, SCA may instead provide such notice by posting the notice on the Platform. Notices provided to SCA will be deemed given when actually received by SCA. Notice provided to you will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
27. Force Majeure. SCA will not be responsible for failure or delay in the performance of any obligation under this Agreement to the extent such failure or delay is due to acts of God or governmental authority, war, terrorism, strikes, boycotts, quarantine, pandemic, labor disputes, fire or other loss of facilities, accident, or any other event beyond its control. SCA will use commercially reasonable efforts to notify you of any such event.
28. Entire Agreement. Unless otherwise amended as provided herein, this Agreement will exclusively govern your access to and use of the Platform, Offerings, and Content, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Platform, Offerings, and Content. SCA may, in its sole discretion, modify this Agreement from time to time. SCA will use commercially reasonable efforts to provide notice of any material modifications to this Agreement. Notice may be provided to you directly or to all Members through the Platform. Unless we make a change for legal or administrative reasons, any modification to this Agreement will be effective 10 days following posting of the modified version of this Agreement to the Platform. Your continued access to the Platform or use of the Offerings or Content following that date constitutes your acceptance of, and agreement to be bound by, any modified Agreement. Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.
29. Additional Terms. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. You may not assign this Agreement or any of your rights or obligations under this Agreement, whether through operation of law or otherwise, without the prior written approval of SCA. Any assignment in violation of the foregoing will be null and void. SCA may assign this Agreement to any party that assumes SCA’s obligations hereunder. All waivers by SCA under this Agreement must be in writing or later acknowledged by SCA in writing. Any waiver or failure by SCA to enforce any provision of this Agreement on one occasion will not be deemed a waiver by SCA of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or arbitration proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. The Services may contain links to third party sites that are not under the control of SCA. SCA is not responsible for any content on any linked site and your access any third party site from the Services at your own risk. These third party sites may have their own separate terms and conditions and privacy policy. We encourage you to read all applicable terms and conditions before accessing any third party site. SCA may reference you as a user of the Platform and use your name and logo, as applicable, in listings of users of the Platform appearing on the Platform and for other marketing and promotional purposes relating to the Platform, Offerings, or Content. No term of this Agreement will be construed to confer any third party beneficiary rights on any non-party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable Law. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.”
30. Modifications. SCA, in its sole discretion, modify this Agreement from time to time. SCA will use commercially reasonable efforts to provide notice of any material modifications to this Agreement. Notice may be provided to you directly or to all Users through the Platform. Unless we make a change for legal or administrative reasons, any modification to this Agreement will be effective 5 days following posting of the modified version of this Agreement to the Services. Your continued use of the Services following that date constitutes your acceptance of, and agreement to be bound by, any modified Agreement. Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.
31. Notice for California Users. Under California Civil Code Section 1789.3, California users of our websites are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
32. Contact Us. If you have any questions or concerns regarding this Agreement, please contact us using the information provided below:
Email: info@sca.coffee
Effective Date: August 23, 2024