Terms of Service

Ornament

Welcome to the Its All Gravy, LLC ("It’s All Gravy", "we", "us" and/or "our") Sites. Our Sites enables the purchase and distribution of gifts via online websites and an iOS application. This agreement sets forth our Terms of Service, which govern all use of our Services. Please read it carefully as these terms will apply to users of our Services.

1. Acceptance of Terms

The following terms and conditions ("TOS") govern all use by you of: (A) our websites and domains (including all webpages, subdomains and subparts therein contained which shall be collectively referred to as the "Sites"; (b) any and all services available on or through the Sites or otherwise provided by us, and (iii) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by us. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Sites by us. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY US. IF YOU DO NOT UNEQUIVOCALLY AGREE TO ALL SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES. We reserve the right, at our sole and unfettered discretion, to modify, amend, remove or replace any (or all) of the terms or conditions of this TOS at any time. It is your responsibility to review this TOS periodically as the then-existing TOS will govern. Your continued use of the Services following the posting of any changes, amendments, additions or deletions to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole and exclusive remedy is to cease accessing, browsing and otherwise using the Services. We may translate this TOS, our Privacy Policy or any other agreements, rules, policies and/or procedures that may be published from time to time on the Sites into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.

2. Payment and Delivery Terms for Our Services

Prepayment is required on all orders. Methods of payment are:

  • Credit Card – We accept MasterCard®, Visa®, American Express®, Diners Club®, and Discover® (“Card”)

By submitting your order, you acknowledge that you are authorized to use the designated Card or other payment method and you authorize us to charge your purchase order to that Card or other payment method. When you provide your payment information, you authorize us (or a third party payment processor) to process and store your payment and related information. In the event that the Card or other payment method you designate cannot be verified, is invalid or is not otherwise acceptable, we may be suspend or cancel your order automatically. Card processing fees may apply even if the Card has expired or changed by the time we submit the charges.

Price and Tax

All federal, state, and local taxes and fees, if any, are payable by you. Orders which are not shipped within 90 days of the date of your Order because of your instructions shall be subject to price increase without notice to you.

Shipping/Delivery Terms

We use all efforts to process and ship orders the same day, provided that the order and payment are received by 2:00 pm Eastern Time, Monday through Friday. Standard shipping is handled via Postal Service First Class mail. Priority shipping is available via express carrier or Two-Day for a nominal fee. Freight terms are FOB SHIPPING POINT. Risk of loss shall pass to you upon deposit in the U.S. Mail or deposit with an express carrier or courier service. Unless otherwise instructed, selection of the carrier and routing of all shipments shall be at our discretion.

Return/Replacement/Exchange Policies

Additional terms and conditions may be applicable to your order. Please check specific retailer terms and conditions. Each retailer establishes its own policies, including expiration date and any cash back policies that may apply.

Retail Gift Cards

Retail Gift Cards are issued and activated by third party merchants or retailers (“Retailer”), and these Gift Cards are delivered as specified by You within the use of our system. Delivery methods will include electronic via email or physical via USPS or express carrier. Gift Card purchases are governed by certain terms and conditions established by the issuing Retailer and you should review these terms and conditions prior to purchasing any Gift Card. Gift Cards can be used to complete purchases online as well as at physical stores in accordance with the applicable Retailer’s policies. Each Retailer controls available denominations of their Gift Cards, online and physical locations for redemption, as well as specific conditions for Card use. The expiration date for a Gift Card (if any) is as printed or displayed on the electronic or physical Gift Card. If the expiration of the Gift Card as of the date printed on the Gift Card is prohibited under the law of the jurisdiction in which the Retailer is located, than the Gift Card shall expire according to the applicable law. The Retailer is obligated to honor the Gift Card in compliance with law.

Additional Terms for Retailer Gift Cards

  • Cards cannot be returned or exchanged
  • Expired, lost or stolen gift cards cannot be redeemed or reissued.
  • Unless otherwise stated by a specific Retailer, Gift Cards are not redeemable for cash (except in jurisdictions where this is required by law).
  • All Cards are fulfilled to the address supplied on the gift delivery form. We will not be responsible for lost Cards as a result of non-delivery due to incorrect or illegible address or other occurrences outside of our control. Title and risk of loss shall pass to You upon deposit in the U.S. Mail or deposit with an express carrier or courier service.
  • Gift Cards are valid only in the United States, Puerto Rico or Canada as allowed by the merchant. Gift Cards are not valid in any other United States Territory or international location.

As issuers of the Gift Cards, the responsible vendor are fully responsible for all aspects of their Gift Card programs. Vendors are also responsible for any and all liabilities and costs suffered by you or any other customer caused, directly or indirectly, by such Vendors or their products or services or for any Vendor’s failure to honor a Gift Card, and you will need to look solely to such Vendor for any remedy in connection with the foregoing. Further, neither we nor any Vendor is responsible for lost or stolen Gift Cards.

Additional Terms for Wine & Spirits

Purchases of wine and spirits will appear as a separate charge on your credit card. The transaction will reflect WIRED FOR WINE. Wine and spirits orders are typically shipped via Federal Express. Wine and spirits returns may be made within 30 days of purchase, however, following trade traditions bottles ten years or older are purchased at the buyer’s risk.


Retailer Disclaimers

The participating retailer listings are subject to change without notice. We are not affiliated with any participating retailers. All registered trademarks of participating retailers are the property of their respective owners.

Inspection and Acceptance

You must inspect delivered Gifts and/or Gift Cards and report any claim for damages or shortages in writing with ten (10) days of delivery; or the Gifts and/or Gift Cards shall be deemed irrevocably accepted and such claims shall be deemed waived.

3. Terms of Our Wine and Spirits Services

In order to purchase wine and spirits from It’s All Gravy you must be 21 years of age. The recipient of your gift must also be 21 years of age. The recipient may be asked to provide proof of their age at the time of delivery. Wine and Spirits are fulfilled by our business partner, Wired for Wine. HOLD FOR INSERT ON SHIPPING AND RETURN POLICIES ONCE WE GET FROM WFW. Gravy and Wired for Wine reserve the right to reject or cancel any purchases that either business believes may result in the shipment of alcohol to any underage persons.

4. Your Use of the Services

We hereby grant you a non-exclusive, non-transferable, non-assignable, non-sublicensable right to access and to use the Services solely for the purposes of using the Sites, in each case (i) in compliance with these TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic).

Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content or (v) engage in any activity that interferes with or disrupts the Services.

If you are allowed to download or to use any Software in connection with the Services, We hereby grant you a personal, non-transferable, non-assignable, non-sublicensable, freely revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by us in conjunction with the Software. For purposes of these TOS, "Software" shall mean any and all software that is available on or through the Sites or otherwise provided by us, including without limitation any mobile applications that may be implemented in the future. The Software is a part of the "Services" hereunder.

The Software and the transmission of applicable data are subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.

The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in these TOS.

5. Your Registration Obligations

In order to be a registered user of the Services you agree to provide true, accurate, current and complete information about yourself to the Site (the "Registration Data"). If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). We are concerned about and committed to the safety and privacy of all its users and visitors, particularly children. For this reason, you must be at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, to purchase goods and services on the Sites.

6. Terms of Sale; No Recourse

We may, from time to time, display or otherwise announce offers or other promotional material from merchants, retailers or similar entities (collectively, the "Merchants"). The Merchants are fully responsible for resolving any and all issues, concerns and/or complaints with respect to the terms and conditions of any offer(s), including, but not limited to the purchase, refund, credit (or other transaction) related to any offer displayed or otherwise made available on the Sites or through the Services.

The Merchants are fully responsible for all goods and services marketed, sold or otherwise provided to you as well as for any and all injuries, illnesses, damages, claims, liabilities and costs ("Liabilities"), if any, they may cause you to suffer, directly or indirectly, in full or in part, whether related to the purchase or use or otherwise.

You waive, release and agree to hold harmless us and our subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities arising from or related to any act or omission of a Merchant in connection with your purchase and/or use of any item(s) displayed on us.

7. Account, Password and Security

As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify us of any unauthorized access to or use of your password or account or any other breach of security and (b) ensure that you exit (log off) from your account at the end of each session. We cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that We shall be the sole arbiter of such dispute in its sole and exclusive discretion and that Our decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties concerned.

8. Content

You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by us in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. We may own the Site Content or portions of the Site Content may be made available to us through arrangements with third parties. Except as expressly authorized by us in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content or post any Site Content on any other web site or in a networked computer environment for any purpose whatsoever. However, you may print or download a reasonable number of copies of the Site Content for your own informational purposes, provided that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of us. You shall only use the Site Content for purposes that are permitted by these TOS and as permitted by all applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.

9. Your Content

You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party and (ii) complies with all applicable laws and regulations (foreign and domestic). We reserve the right to remove, in its sole and exclusive discretion, any of your Content from the Site at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to your Content).

10. The Digital Millennium Copyright Act of 1998

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who reasonably believe that material appearing on the Internet infringes their rights under U.S. copyright laws. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). DMCA notices and counter notices should be sent to: Its All Gravy, LLC 4060 Peachtree Road NE Suite D-190 Atlanta, GA 30319

11. Conduct

You understand that you are solely liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services. You agree not to use the Services to:

(i) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(ii) harm minors in any way;

(iii) facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes which shall be conducted in a manner that complies with all applicable and governing laws and regulations;

(iv) impersonate any person or entity, including, but not limited to, one of our representatives or falsely state or otherwise misrepresent your affiliation with any person or entity;

(v) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(vi) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;

(vii) upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by us;

(viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or

(ix) intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (a) regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (b) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.).

(x) facilitate underage drinking.

You acknowledge that We do not always pre-screen all Content provided or made available by you or any third party in connection with the Services, but that we shall have the right (but not the obligation) in our sole and exclusive discretion to (i) monitor, alter, edit or remove any of your Content, in whole or in part and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that we may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these TOS; (iii) respond to claims that any of your Content violates the rights of third parties and/or (iv) protect the rights, property, or personal safety of us, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

12. Special Admonitions for International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside if not the United States.

13. Additional Services

We may, upon request and for such fees as We may establish from time to time in its sole and exclusive discretion, provide additional services beyond the functionality of the Site, including without limitation custom design and software services and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to these TOS between you and an authorized officer of us, and shall set forth the Service Fees and the other terms and conditions relating to such additional services.

14. Indemnity

You agree to fully and effectively defend, indemnify and hold, on demand, to the broadest extent allowed by law, us, and each of its former, present and future officers, directors, shareholders, agents, designees, employees, assignees, successors, independent contractors, assigns, administrators, principals, parents, subsidiaries, affiliates, divisions, partners, co-venturers, members and attorneys harmless, at your sole cost and expense, from and against any and all claims, liabilities, losses, demands, actions, causes of action, notices, proceedings, disputes, costs, expenses, liens, encumbrances, disagreements and notices, including without limitation, reasonable attorneys and accountancy fees and all costs in any manner related thereto in whole and in part ("Claim(s)"), further including without limitation, any and all attorneys' fees, experts' fees, accountants' fees and actual costs occasioned by or arising out of any actual, alleged or anticipated breach (each a "Breach") by you of these TOS, or any claim inconsistent with any agreement, covenant, representation, warranty or promise made or assumed by you hereunder or otherwise with respect to the rights and/or privileges granted to you by us.

You will fully reimburse us on demand for any and all payments made by or on behalf of us at any time in respect of any claim to which the foregoing indemnity relates. We agree to give you written notice of any such claim to which the foregoing indemnity relates and you shall immediately undertake at your own cost and expense the defense thereof, including attorneys' fees, arising out of or related to any products or services purchased by you in connection with the Site or any use of the Site in violation of this Agreement.

15. Service Modifications/suspensions

We reserve the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. You agree that We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

16. Termination

We, in our sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due us, or if We believes that you have violated or acted inconsistently with the letter or spirit of these TOS. You agree that any termination of your use of the Services may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that we shall not be liable to you or any third- party for any termination of use of or access to the Services. All provisions of these TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties and intellectual property protections and licenses).

17. Links

The Services may provide, or third parties may provide, links to other Internet websites or resources. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that we shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such content, advertising, products, services or other materials available on or through any such website or resource.

18. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. WE ARE NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND WE HAVE NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

19. Limitation of Liability

WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TOS, FOR: (i) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (iii) AMOUNTS IN EXCESS OF US$1000.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN USER WITH RESPECT TO THE SERVICES OR (iv) ANY MATTERS BEYOND OUR REASONABLE CONTROL. WE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

20. Privacy

You understand that much of the information that you submit to us is submitted precisely for the purpose of disclosure in a variety of ways by us, and therefore such information is not (and necessarily cannot be) subject to any confidentiality obligation. We value and covenant to protect, to the extent commercially reasonable, the security, confidentiality and privacy of all information it receives or collects. All information provided by you or collected by us in connection with the Services is governed by our Privacy Policy, the operative version of which is accessible at www.itsallgravy.com/privacy. THE PRIVACY POLICY FORMS PART OF OUR AGREEMENT WITH YOU AND IS EXPRESSLY INCORPORATED IN THIS AGREEMENT BY REFERENCE.

21. Notice

Notices to you may be made via either email or regular mail to the address in Our records. The Services may also provide notices of changes to these TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at: support@itsallgravy.com.

22. Trademark Information

The trademarks, service marks, and logos of us (the "Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of us. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, collectively with our Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of us specific for each such use. The Trademarks may not be used to disparage us, any third party or Our third party's products or services, or in any manner (in Our sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless we approve the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Trademark shall inure to Our benefit.

23. General

23.1 – Entire Agreement

This Agreement, together with the Privacy Policy [www.itsallgravy.com/privacy] and any other legal notices published by us on the Sites or addendum executed as provided herein shall constitute the entire agreement between you and us other than any Addendum Agreement between you and an authorized officer of us relating to a specified event or events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by these TOS.

This Agreement supersedes any prior agreement, whether written or oral, relating to the subject matter herein. No waiver, modification or amendment of any of these terms and conditions shall be effective against us unless in writing and signed by an authorized representative of us. We do not waive any power or right under this Agreement or otherwise even if timely or strict compliance is not always insisted upon.

All rights and remedies provided to us in this Agreement are cumulative and not exclusive of any other rights or remedies which We otherwise has at law, in equity or otherwise. These terms and conditions shall be binding upon you and your executors, heirs, successors and assigns. If any provision of our Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect (other than as set forth Section 22.3 below).

23.2 – Choice of Law & Venue

Any disputes arising out of or related to these TOS and/or the Sites or Services shall be governed by the internal laws of the State of North Carolina without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision set forth in Section 22.3 shall be governed by the Federal Arbitration Act.

To the extent a claim or dispute is not subject to binding arbitration as set forth below or a court of competent jurisdiction determines that the within arbitration provision is not enforceable to the fullest extent set forth herein, any such claim or dispute between you and us arising out of or relating to this Agreement shall be decided exclusively by a court of competent jurisdiction located in the State of North Carolina. Either you or us may seek any interim or preliminary relief from a court of competent jurisdiction in North Carolina, necessary to protect the rights or property of you or us (or its agents, suppliers, and subcontractors) pending the completion of any judicial proceeding, including arbitration if mandated by us as provided below.

23.3 – Arbitration

We will make every reasonable effort to resolve any disagreements that you may have with us. If those efforts fail, you agree that any claim, dispute, or controversy you may have with or against us arising out of, relating to, or connected in any way with these TOS, the Sites or the Services shall be resolved – at Our sole and exclusive discretion and election – by final and binding arbitration administered by the Judicial Arbitration and Mediation Services, Inc. ("JAMS"). If we elect to exercise this provision and mandate arbitration, judgment on the arbitration award may be entered in any court having competent jurisdiction thereof. You agree further that:

(a) the arbitration shall be held at a location determined by JAMS pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and us;

(b) the arbitrator shall apply North Carolina law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law;

(c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Our individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated;

(d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, We will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost- prohibitive; and

(e) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor us shall be entitled to arbitrate their dispute.

23.4 – Waiver; Invalid Provisions

The failure or delay of us to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.

23.5 – Time to File Claim

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.

23.6 – Headings

The section headings and descriptions in these TOS are for convenience only and have no legal or contractual effect.

23.7 – Violations

Please report any violations of these TOS by email to info@itsallgravy.com.

23.8 – California Contact Information

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. © It’s All Gravy, LLC 2014