Aokede is the leading platform for home remodeling and design, providing an all-in-one software solution for industry professionals and tools for homeowners to update their homes from start to finish. Using Aokede, people can find ideas and inspiration, hire professionals, and shop for products. As part of the Aokede Platform, Aokede Furniture provides home industry professionals with a business management and marketing SaaS solution that helps them to win projects, collaborate with clients and teams, and run their business efficiently and profitably.

Highlights

You should read these Terms of Use (the “Terms” or “Agreement”) in full, but here are a few key points you should take away.

  • This is a binding contract. You may enter into or accept additional agreements or policies with Aokede, but these Terms form an agreement between you and Aokede Inc. and will always govern your use of Aokede’s services anywhere and everywhere across the platform. By accessing or using the Aokede Platform in any way, you are agreeing to these Terms.
  • These Terms include intellectual property licenses. While you retain ownership of rights to the content you post or share, you provide us with a broad license to make your content available to Aokede and our community of users. In exchange, we provide you with a license to use the Aokede Platform for your use and enjoyment!
  • We have a specific process for dispute resolution, and these Terms include an arbitration agreement, a class action waiver, and a jury trial waiver that affect your rights, unless you choose to opt out, as described in Section 10. We also ask that you reach out to us first to help us resolve your dispute informally.
  • In exchange for accessing the Aokede Platform, Aokede, our third party providers, and partners may display ads and market to you. If you choose to provide us with your phone number, these Terms include your agreement to receive calls and text messages from us in accordance with applicable law. More information on our privacy practices is set forth in our Privacy Policy.
  • You have certain rights and remedies under these Terms, including the right to terminate the Agreement (but some provisions may survive, as set forth in Section 12). We will not be liable for any damages, and, in any event, our liability is limited to USD$100 or the amount you paid us, if any, in the past six months for the services giving rise to the claim.

1. Which Terms Apply to You

This section describes which terms and policies apply to you based on your use of the Aokede Platform.

These Terms set forth the binding legal agreement between you and Aokede Inc. These Terms govern your use of www.Aokede.com, Aokede.com, and all of the related websites (including Aokede Furniture), mobile apps, products, software, services, programs, and networks offered by Aokede, including our plug-ins, embed tool, and browser extensions (collectively, the “Aokede Furniture“).

We refer to the e-commerce marketplace on the Aokede Platform as the “Aokede Furniture”. If you visit or make a purchase or sale through the Aokede Furniture via www.Aokede.com or the related mobile app experience, then this Agreement is also between you and Aokede TECHNOLOGY CO., LTD, Aokede Shop LLC and/or Aokede Shop International LLC, are collectively referred to as “Aokede,” “we,” “our” or “us” in this Agreement.

We encourage you to review these Terms carefully. By accessing or using the Aokede Platform in any way, including browsing www.Aokede.com or related websites, you are agreeing to these Terms. Other agreements and policies listed below also apply to your use of the Aokede Platform. If you do not agree to any of the agreements and policies, you cannot use the Aokede Platform.

The following agreements and policies apply to all users of the Aokede Platform:

  • Terms of Use: these Terms govern your use of any and all aspects of the Aokede Platform.
  • Privacy Policy & Cookie Policy: Our Privacy Policy details our privacy practices. By using the Aokede Platform in any way, you understand and acknowledge that the terms of the Privacy Policy apply to you, regardless of whether you have created an account on Aokede. The Cookie Policy also applies to use of cookies and similar technologies.
  • Acceptable Use Policy: When using the Aokede Platform, you agree to abide by common standards of etiquette and act in accordance with the law, as described further in our Acceptable Use Policy.
  • Copyright & Trademark Policy: This Policy outlines Aokede’s policy for responding to and dealing with intellectual property complaints for the Aokede Platform. Users who upload, submit, or provide material to or on the Aokede Platform are subject to the terms of the Copyright & Trademark Policy.

The following agreements and policies also apply to you based on your specific use of the Aokede Platform:

  • Aokede Furniture Terms & Conditions: If you have a professional account or use the Aokede Platform as a professional or business, your professional profile and use of Aokede Furniture is also governed by the Aokede Furniture Terms & Conditions.
  • Aokede Shop Policies: Customers, merchants, and/or other third parties that purchase or sell goods on Aokede Shop are also subject to Aokede’s Terms of Sale, Prohibited Products Policy, Return Policy, Seller Agreement, and/or Vendor Agreement. Professionals who use the Aokede Trade Program or Business Program are also subject to the Aokede Trade Program and Business Program Terms & Conditions.
  • Policies from Third-Party Service Providers & Partners: Aokede may partner with other third party service providers (e.g., for financing options for purchases on Aokede Shop) and/or integrate with products and services provided by third parties with their own agreements and policies. Aokede is not a party to your agreement or terms with that third party. For example, if you access the Aokede mobile application, you may also be subject to separate agreements and policies from Apple Inc. or Google Inc.

FOR THE AVOIDANCE OF DOUBT, BY USING THE Aokede PLATFORM AND ANY Aokede FurnitureDUCT, SOFTWARE, OR SERVICE IN ANY MANNER, YOU AGREE TO THESE TERMS OF USE, INCLUDING THE ARBITRATION AGREEMENT LISTED IN SECTION 10. In the event of any conflict between these Terms and the terms of any separate agreement that you may enter into with Aokede, the terms of this Agreement will control as to the specific conflict only.

2. Using the Aokede Platform.

This section covers who can use the Aokede Platform (anyone over 18), how to create a Aokede account, and how your account can be terminated.

  • Who can use the Aokede Platform. Anyone over 18! Use of the Aokede Platform by anyone under 18 years of age is strictly prohibited. Additional requirements for use of the Aokede Furniture Platform may apply as set forth in the Aokede Furniture Terms and Conditions.
  • Creating an Account. Access to certain functionalities of the Aokede Platform will require you to sign up and create an account on our Platform. If you create an account, you agree to provide us with accurate information and update your information, including updating the email address associated with your account, as needed for accuracy and notification. We will treat personal information you provide as part of creating an account in accordance with our Privacy Policy. Additional account requirements, including verification of your account details, may apply depending on your use of the Aokede Platform.
  • Termination. Termination of your account depends on your specific use of the Aokede Platform and can occur in the following ways.
         i. How you can terminate your account:
           1. For non-professional accounts, you may close your account at any time through your account settings;
           2. For Aokede Furniture professional accounts, please follow the process outlined in Section 5 of the Aokede Furniture Terms and Conditions, as specific termination processes may depend on your specific plan.
         ii. How Aokede can terminate your account: For all accounts, we may permanently or temporarily suspend your use of the Aokede Platform at any time for any reason, without any notice or liability to you. We may terminate your account at any time for any or no reason, including if you violate any Aokede policy (including the Acceptable Use Policy or Prohibited Products Policy).
           1. What happens when you terminate your account: Upon termination of your use of the Aokede Platform or termination from an individual Aokede Furnituregram, such as Aokede Furniture, certain provisions of the applicable agreements will survive termination, as detailed in Section 12 below. Further:

Your Content: On termination of your Aokede account or service, or upon deletion of particular pieces of Your Content, Aokede shall make reasonable efforts to make Your Content inaccessible and de-identify your associated personal information, unless permitted or required by law to keep this data in accordance with the law. However, you acknowledge and agree that: (a) Your Content that is deleted may persist in caches or backups for a reasonable period of time; and (b) copies of or references to Your Content may not be entirely removed (due to the license rights you provided to Aokede and the nature of photos, as an example, being distributed on the Aokede Platform).

Personal information: Additional information related to your personally identifiable information following termination can be found in Section 6 of the Privacy Policy.

3. Your Content.

This section describes the rights to your Content that you provide to Aokede and our users.

  • Definition of Your Content. The Aokede Platform enables you to post, upload, or otherwise submit materials, including without limitation photos, reviews, feedback (as explained below), profile pictures, ideabooks, messages, comments, proposals, invoices, to-do lists, notes, schedules, change orders, time and expense tracking, Room Boards and/or tear sheets. You may also post reviews of professionals, third-party service providers, third-party products, merchants, or third-party services. All materials that you post on the Aokede Platform or otherwise provide to Aokede will be referred to collectively as “Your Content.“
  • License and Permission to Use Your Content. You hereby grant to us and our affiliates, licensees and sublicensees, without compensation to you or others, a non-exclusive, perpetual, irrevocable, royalty-free, transferrable, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute Your Content, or any portion thereof, throughout the world in any format, media or distribution method (whether now known or hereafter created) for the duration of any copyright or other rights in Your Content. Such permission will be perpetual and may not be revoked for any reason, including in the event of termination of any applicable Aokede Furnituregram or service, to the maximum extent permitted by law. Further, to the extent permitted under applicable law, you waive, release and covenant not to assert any moral rights that you may have in Your Content. If you identify yourself by name or provide a picture or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sublicensees, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now known or hereafter created) your name, voice and likeness throughout the world, and such permission will be perpetual and cannot be revoked for any reason, except as required by applicable law. You further agree that we may use Your Content in any manner that we deem appropriate or necessary. You also agree to extend such license rights to Your Content to Aokede Platform users solely for the purposes of using, engaging with, and operating within the Aokede Platform, which also includes use of the embed tool.
  • Ownership. We acknowledge and agree that you, or your licensors, as applicable, retain ownership of any and all copyrights in Your Content, subject to the non-exclusive rights granted to us in the paragraph above, and that no ownership of such copyrights is transferred to us under this Agreement. Further, with respect to Your Content in the form of photos, and subject to Aokede Furnitureduct and user experience considerations: (i) we will use commercially reasonable efforts to maintain the attribution of such photos as submitted by you, and (ii) we will not license or sublicense to third parties individual photos or collections of photos, except for Aokede Business Purposes or as set forth in Section 12. “Aokede Business Purposes” means any use in connection with a Aokede-branded or co-branded website, application, publication or service, or any use which advertises, markets or promotes the Aokede Platform, the services or the information it contains, Aokede, or our affiliates. Aokede Business Purpose specifically includes the use of Your Content on the Aokede Platform in connection with features and functions offered by Aokede to our users that enable them to view and interact with Your Content (such as Sketch, View in My Room and the embed tool).
  • Your Responsibilities for Your Content. By posting, uploading, or submitting Your Content on the Aokede Platform, you represent and warrant to us that you have the ownership rights, or you have obtained all necessary licenses or permissions from any relevant parties, to use Your Content in this manner. This includes obtaining the right to grant us the rights to use Your Content in accordance with this Agreement. You are in the best position to judge whether Your Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with Your Content. You are responsible for ensuring that Your Content does not violate Aokede’s Acceptable Use Policy, Aokede Furniture Terms and Conditions, Prohibited Products Policy, Copyright and Trademark Policy, or any applicable law or regulation. You agree to pay all royalties, fees, and any other monies owed to any person, individual, or entity by reason of Your Content.
  • Limits and Content Moderation. We reserve the right to remove Your Content, in whole or part, for any reason (which may include a reported violation of our Acceptable Use Policy, Copyright and Trademark Policy, Aokede Furniture Terms and Conditions, Prohibited Products Policy, or Review Policy) without notice. This includes removing Your Content that encompasses copyright, trademark, or other intellectual property misappropriation, unlawful conduct, harassment, or other illegal content, as defined under applicable law and regulations. We do not guarantee that we will publish or remove all of Your Content. Aokede deploys skilled human moderators who can make contextual decisions on issues that violate our policies. Certain content, such as reviews, videos, and discussion comments, may be flagged for human review prior to publication on the Aokede Platform based on automated technology. Information about reporting and appealing violations of certain illegal content (for EU users) can be found at https://help.Aokede.com.
  • Feedback and Reviews. We welcome your feedback and suggestions about how to improve the Aokede Platform. Feel free to submit feedback at https://help.Aokede.com. All reviews provided for products, professionals, or other third parties via the Aokede Platform are also subject to Aokede’s Review Policy. For the avoidance of doubt, reviews and feedback are also Your Content. By submitting feedback or reviews in this or in any other manner to us, you grant us the right, at our discretion, to use, disclose and otherwise exploit the feedback, in whole or part, without any restriction or compensation to you, as further described in Section 3(b), including use of your reviews and feedback for use in automated tools. Additional terms with respect to reviews for professional profiles are set forth in the Aokede Furniture Terms & Conditions.
  • Use of Automated Tools. Aokede may, at our option, offer and/or implement integrations with certain automated tools to you via the Aokede Platform. No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of the output from these automated tools, including the automated tools themselves, and Aokede specifically disclaims all warranties with respect to such tools and output. For the purpose of this section, “automated tools” means generative artificial intelligence (“AI”) models such as, without limitation, Google’s Vertex AI models, including models provided by Aokede, and any variations thereof.

4. Our Content and Materials.

This section covers Aokede’s rights with respect to the Aokede Platform and the license we provide to you.

  • Definition of Our Content and Materials. All intellectual property in or related to the Aokede Platform (specifically including, but not limited to, our software, the Aokede marks, the Aokede logo, and Aokede buttons, badges, and widgets, but excluding Your Content), is the property of Aokede Inc., our subsidiaries and affiliates or our licensors (“Our Content and Materials“).
  • Our License to You. Subject to these Terms of Use, including the restrictions below, we grant you a limited non-exclusive license to use and access Our Content and Materials in connection with your use of the Aokede Platform. Except as expressly agreed to otherwise by us (such as your eligibility for creation of a professional profile or your entering into Pro Services, seller, vendor, advertiser, trade, or other agreement with us), your use of the Aokede Platform must be limited to personal non-commercial use. We may terminate this license at any time for any reason. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
  • Restrictions. Except as expressly provided in these Terms or agreed to by Aokede, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials without our express written permission. This includes use of Our Content and Materials, and use of content posted to the Aokede Platform by our users, in connection with the development of any software program, including, but not limited to, training a machine learning, AI, or other automated tools system, without our permission. Aokede’s permission to you for your use of the Aokede Platform expressly excludes commercial use by you of any information concerning product descriptions or professional listings for the benefit of another merchant. You are expressly prohibited from any use of data mining, robots, scraping, or similar data gathering and extraction tools in your use of the Aokede Platform. You may view and print a reasonable number of copies of web pages located on the Aokede Platform for your own personal use, provided that you retain all proprietary notices contained in the original materials, including attribution to Aokede.
  • Ownership. You acknowledge and agree that the Aokede Platform and Aokede marks will remain the property of Aokede. The content, information and services made available on the Aokede Platform are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. You acknowledge that you do not acquire any ownership rights by using the Aokede Platform.
  • Aokede Buttons, Links and Widgets. You have permission to use the Aokede buttons, links and widgets, including those made available at http://www.Aokede.com/buttonsAndBadges, subject to these Terms of Use (including the disclaimers and limitations of liability) and the further understanding that: (i) your use of such buttons, links and widgets link only to the Aokede Platform; (ii) you will not modify such buttons, links, widgets or associated code in any manner; (iii) you will not use any such buttons, links, widgets in any manner which implies or suggests that we endorse, sponsor, or recommend the website on which such buttons, links and widgets are used; and (iv) the use of such buttons, links and widgets, and the website on which such buttons, links and widgets are used do not violate the Aokede’s Acceptable Use Policy or Prohibited Products Policy.
  • Content Recommendations. Content recommendations on Aokede are based on a variety of factors, and may be influenced by how you engage with our Platform, such as your activity on the Platform and your IP address. The relative importance of these criteria is influenced by how you engage with our Platform. You can change how certain content is recommended to you via your Privacy Settings.

5. Reporting Violations of Your Intellectual Property Rights, Aokede Policies, or Applicable Laws.

This section describes our process for reporting violations of your intellectual property rights or other violations of Aokede policies or applicable laws.

  • Reporting Violations of Your Intellectual Property Rights. For more information, including detailed information about how to submit a request for a takedown if you believe content on the Aokede Platform infringes your intellectual property rights, please read our Copyright and Trademark Policy. For your convenience, we provide a Copyright or Trademark Infringement Claim Form, which you should use for fastest processing.
  • Reporting of Other Violations. If you believe content on the Aokede Platform violates Aokede’s Acceptable Use Policy, Prohibited Products Policy, or otherwise violates applicable law, you may submit the following Claim Form (for claims other than copyright or trademark). Users in the EU and the UK also have access to an appeal process for removal of illegal content related to the Digital Services Act and similar regulations via https://help.Aokede.com.

We have no obligation to delete content that you personally may find objectionable or offensive. We endeavor to respond promptly to requests for content removal, consistent with our policies described above and applicable law. Aokede may disclose communications concerning the Digital Millennium Copyright Act (DMCA notices), other complaints with third parties (such as the users who have posted the allegedly infringing material), or complaints related to the Digital Services Act.

6. Payments and Other Offerings on the Aokede Platform.

This section covers the terms related to purchases of goods, payments, and other Aokede offerings, such as the Aokede embed tool.

  • Purchase of Goods through the Aokede Shop. Aokede Shop LLC and third-party sellers offer home goods, furniture, and other products for sale on the Aokede Platform. If you purchase products on the Aokede Platform, you explicitly acknowledge that your purchase is subject to the Aokede Shop Terms of Sale, Privacy Policy, and Aokede’s Return Policy, which requires you to initiate any return and refund requests for Aokede Shop purchases within specified time periods (e.g., 30 days of delivery for standard delivery items via FedEx UPS, USPS or within 5 days of delivery for items that ship via freight carrier). The availability of products sold by third parties on the Aokede Platform does not imply our endorsement or verification of the products or their descriptions.
  • Invoice Payments. If you use the Aokede Platform to pay an invoice for goods or services from a professional, you authorize us and our third-party payment processor to charge the method of payment associated with your account. You agree to pay the entire amount that you approve, including any taxes and fees. If such amounts are reversed and deducted from our accounts, you agree to remit the amounts to us and, if you fail to do so, you authorize us and our third-party payment processor to collect the amounts from you, using any legal manner without prejudice to any other right or remedy we may be entitled to under these Terms or by law.
  • Payment Method. Aokede has the right to store certain information about your payment methods. You must promptly update your payment method and related information (for example, a change in your billing address or credit card expiration date) to maintain its accuracy and completeness. We may update the information and continue billing your payment method (e.g.,credit card) even after it has expired or been updated, to fulfill transactions you authorize.
  • Late Fees. If we are unable to collect amounts owed by you, we may limit your use of the Pro Services. You agree that we may collect those amounts owed using any legal manner without prejudice to any other right or remedy we may be entitled to under these Terms or by law. In the event that Aokede brings any action or suit to collect any amounts owed, Aokede will be entitled to recover our costs, including reasonable attorneys’ fees incurred in such collection. Any amounts past due will be subject to a late fee of the lesser of 1.5% per month or the maximum amount permitted by law.
  • Outstanding Balances. For any amounts owed to Aokede by you, including payments made on the Aokede Furniture Platform, including for any chargebacks, refunds, return allowances, non-compliance fees (collectively, “Outstanding Balances”), Aokede may (i) charge any credit card we have on file for you in the amount of any Outstanding Balances or (ii) submit an invoice to you for any Outstanding Balances.
  • Credit Card Disputes. If you are involved in a credit card dispute involving a payment made through or in connection with the Aokede Platform, such as a chargeback, you agree to provide us and our third-party payment processor with all information relevant to the dispute.
  • Plant and Seed Exchange. You may be offered the ability to exchange plants or seeds with other users in the exchange forums. Seed and plant exchanges are regulated by government laws. By participating in these forums, you agree that you will familiarize yourself with and follow all applicable local and national laws in your country. Additionally, you agree to follow our policy that: i) you may not charge for seed or plant exchanges, but requiring pre-paid postage is permitted; and ii) you may not use the forum to seek exchange of plants or seeds with someone from another country. We expressly disclaim any liability with respect to plants or seeds offered through exchanges.
  • Embed Tool. If you are a user of the embed tool, which enables you to link to content on the Aokede Platform, you understand and agree that we cannot guarantee that the content, which originates from third-parties, is non-infringing or will be free from claims about infringement. Such third-party content may be subject to takedown by us at any time, in accordance with our policies, if we receive a notice of infringement. If you use the embed tool, you agree that you are responsible for providing your end-users with legally sufficient notice that fully discloses Aokede’s collection and use of data about browsing activities on your website, including for interest-based advertising and/or analytics based tracking. You also agree that you are responsible for obtaining legally sufficient consent from your end-users for such collection and use and provide legally sufficient instructions on how such end-users can opt out of such purposes as described in Aokede’s Cookie Policy.
  • Promotional Discounts, Coupons, & Offers. From time to time, Aokede may offer promotional coupons for use on Aokede Shop. Promotional coupons may be valid for a limited time only and expire on the date indicated. For more information, please see Aokede Coupon Codes.
  • Visual Tools. Aokede may provide a wide variety of “Visual Tools” or software features, including AI features, that may help you graphically or digitally represent ideas, conceptual relationships, or drawings. Some of these Visual Tools include: 3D Ruler Tool, Mood Boards, Room Planner, 3D Floor Planner, dimensional information, and Room Scanning or other LiDAR technologies. Keep in mind that the Visual Tools are intended only to assist you and are not a substitute for your professional judgment, independent design, analysis, simulation, estimation, testing or other activities, including those with respect to safety and utility. Aokede will not be responsible or liable in any manner whatsoever for use of the Visual Tools, including the accuracy of measurements or any personal injury or damage to property. To reduce the risk of injury, only use the tools as intended, in a safe and controlled manner. Always be aware of your surroundings before beginning use and while using the Visual Tools. Use caution to avoid injury. Serious injuries can occur from tripping or striking walls, furniture, other objects or people. Aokede recommends clearing an area for safe use before using the Visual Tools. Remember that the objects you see in the virtual environment do not exist in the real world, and you should not attempt to sit or stand on them or use them for support. Take special care to ensure that you are not near other people, objects, stairs or steps, ramps, sidewalk(s), balconies, open doorways, windows, furniture, open flames (like candles or fireplaces), ceiling fans or light fixtures, televisions or monitors, or other items that you may impact or strike when using—or immediately after using—the Visual Tools. Remember that while using the Visual Tools you may be unaware that people and pets may enter your immediate area. Never use the Visual Tools in situations that require attention, such as walking, bicycling, or driving.

7. Third Party Content, Services & Providers.

This section describes services and features offered by third parties on the Aokede Platform.

  • Third-Party Content. The Aokede Platform enables access to third-party content, products, and services, such as access to services from professionals, and it offers interactions with third parties that we do not control. We assume no responsibility for, nor do we endorse or verify the content, offerings or conduct of third-parties (including but not limited to the products or services offered by third-parties or the descriptions of the products or services offered by third-parties). For example, Aokede does not conduct background checks or otherwise vet the professionals listed on the Aokede Platform. Participation or availability on the Aokede Platform does not amount to endorsement or verification by us, and Aokede does not endorse or recommend the products, services, or other offerings by any professional, merchants, or other third party featured on the Aokede Platform, including leads provided through Project Match or Select Match. We make no warranties or representations with respect to the accuracy, completeness or timeliness of any content posted on the Aokede Platform by anyone.
  • Third-Party Services. You may be provided the opportunity on the Aokede Platform to purchase services that are offered by third parties (collectively “Third-Party Services“), including those offered by professionals registered with Professional Profiles on the Aokede Platform. The availability of any Third-Party Services on the Aokede Platform does not imply our endorsement of the Third-Party Services.
  • Third-Party Sites. The Aokede Platform may contain links to other websites (the “Third-Party Sites“) for your convenience. We do not control the linked websites or the content provided through such Third-Party Sites. Your use of Third-Party Sites is subject to the privacy practices and terms of use established by the specific linked Third-Party Site, and we disclaim all liability for such use. The availability of such links does not indicate any approval or endorsement by us.

8. Disclaimers and Limitations of Liability.

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF Aokede ENTITIES TO YOU.

THE “Aokede ENTITIES” MEANS Aokede INC., Aokede SHOP LLC, AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

  • WE ARE PROVIDING YOU THE Aokede PLATFORM, SERVICES, INFORMATION, PRODUCTS, PRODUCT DESCRIPTIONS, AND THIRD-PARTY CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE Aokede ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
  • THE Aokede ENTITIES MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR: (i) CONTENT POSTED BY ANY THIRD-PARTY ON THE Aokede PLATFORM, (ii) THE PRODUCT DESCRIPTIONS OR PRODUCTS, (iii) THIRD-PARTY SITES AND ANY THIRD-PARTY PRODUCT OR SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SITE, (iv) PLANTS OR SEEDS FROM THE EXCHANGES, (v) THE QUALITY OR CONDUCT OF ANY THIRD-PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SITE; AND (vi) USE OF THE Aokede TOOLS (INCLUDING VISUAL TOOLS AND AUTOMATED TOOLS), INCLUDING THEIR ACCURACY, COMPLETENESS, RELIABILITY, AND RESULTS.
  • YOU AGREE THAT UNDER THE MAXIMUM EXTENT PERMITTED BY LAW, THE Aokede ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT THE Aokede ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF THE Aokede ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF AND IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE Aokede PLATFORM OR PRODUCTS OR (ii) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (A) ONE-HUNDRED DOLLARS (USD$100) OR (B) THE AMOUNTS PAID OR PAYABLE BY YOU TO Aokede IN CONNECTION WITH THE Aokede PLATFORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. YOUR USE OF THE Aokede PLATFORM, PRODUCTS, INFORMATION, OR SERVICES IS AT YOUR SOLE RISK.

9. Indemnification.

This section describes what happens in the event Aokede receives a claim or lawsuit related to your use of the Aokede Platform, including your financial responsibility in such cases.

You agree to fully indemnify, defend, and hold the Aokede Entities and their directors, officers, employees, consultants, agents, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of any part of this Agreement, including but not limited to the Acceptable Use Policy and Prohibited Products Policy; (b) any allegation that any materials you submit to us or transmit to the Aokede Platform, including Your Content, infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your use of and your activities in connection with the Aokede Platform or other websites to which the Aokede Platform is linked; and/or (d) your negligent or willful misconduct.

10. Dispute Resolution & Governing Law.

This section describes Aokede’s dispute resolution procedures. You agree to notify us of any dispute with Aokede and first attempt to resolve it informally under the process outlined below. If that does not work, the dispute will be decided through arbitration, not in court. Residents of the EU may be afforded different rights based on the country that they live in.

  • Binding Arbitration. You and Aokede agree that any dispute, claim or controversy arising out of or relating to this Agreement, our Privacy Policy, or to your use of the Aokede Platform (collectively “Disputes”) will be settled by binding arbitration in accordance with the dispute resolution provisions detailed in this Section 10. This means that you and Aokede both agree to waive the right to a trial by jury.
  • Exceptions to Arbitration. Each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Notwithstanding the foregoing, you may bring a claim against Aokede in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
  • Mandatory Informal Dispute Resolution. If you have a Dispute with Aokede, prior to filing any claim in any forum, you agree to first send a detailed notice (“Notice“) to Aokede by: (i) email at legal@Aokede.com and (ii) first class, certified mail addressed to Aokede Inc., Legal Department, c/o Corporation Service Company, Inc., 251 Little Falls Drive, Wilmington, Delaware 19808. Your Notice must contain all of the following information: (i) your full name; (ii) your address, telephone number, and email address associated with your Aokede account; (iii) information sufficient for Aokede to identify any transaction, product, or service at issue (e.g., order confirmation, Aokede Furniture subscription, etc); and (iv) a detailed description of your Dispute, the nature and basis of your claim(s), and the nature and basis of the relief you are seeking with a calculation for it, and (v) your personal signature. If Aokede has a Dispute with you, Aokede agrees to first send a detailed Notice to your email address listed in your profile or via any other contact information you have made available to us. Aokede’s Notice will likewise set forth: (i) information sufficient for you to identify any transaction at issue; and (ii) a detailed description of our dispute, the nature, and basis of our claims and any relief we are seeking. Your Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute.
    You and Aokede agree to negotiate in good faith about the Dispute in an effort to swiftly resolve it without the need for a formal proceeding. If requested by Aokede, you and Aokede agree to personally meet and confer, via videoconference, in a good-faith effort to resolve any claim covered by this Agreement. For sake of clarification only, this conference shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal dispute resolution conference, unless mutually agreed by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. This process should result in resolution of the Dispute, but, if for some reason it is not resolved within 60 days after receipt of a fully completed Notice and the parties have not agreed to extend this time period, you or Aokede may initiate an arbitration. You and Aokede agree that compliance with and completion of this mandatory informal dispute resolution is a condition precedent to filing any demand for arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this process. Unless prohibited by applicable law, the arbitration administrator shall not move forward with the administration of any Demand upon written notice from Aokede that the other demanding party has not complied with the informal process. A court shall have the authority to enjoin the filing or prosecution of arbitrations without first providing a fully completed Notice and participating in good faith in this informal dispute resolution process.
    If we are not able to resolve the Dispute informally, then the below provisions will govern any Dispute. If you live outside of the United States and do not use the Aokede Platform as a professional or business, some mandatory provisions of your local consumer protection law, if any exist, may also apply to the Dispute.
  • Class Action Waiver. You and Aokede agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that, in connection with any Dispute, you and Aokede both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Aokede agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
  • Arbitration Administration and Rules. The arbitration will be administered by ADR Services Inc. (“ADR Services”) and shall be subject to ADR Services’ most current version of its Arbitration Rules, available at https://www.adrservices.com/services/arbitration-rules or by calling ADR Services, Inc. at (310) 201-0010. If ADR Services is not available to arbitrate, the parties will mutually select an alternative arbitral forum, and either party may invoke 9 U.S.C. § 5 to request that a court appoint an arbitration provider. To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) may resolve that dispute, and the arbitration shall be stayed pending the court’s ruling.
  • Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified by ADR Services’ Rules available at https://www.adrservices.com/services-2/arbitration-rules. The Demand must describe the nature and basis for the claim and includes all of the information required in the Notice. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from ADR Services’ roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within 7 business days of delivery of the Demand, then ADR Services will appoint the arbitrator in accordance with ADR Services’ Rules.
  • Arbitration Location and Procedure. Arbitration hearings will take place through videoconferencing by default, unless you and Aokede agree upon another location in writing. If the arbitration is in person, the seat of the arbitration shall be in San Francisco, California, unless you and Aokede agree otherwise or ADR Services’ Rules provide otherwise. If your claim does not exceed USD $10,000, then the arbitration will be conducted solely on the basis of documents you and Aokede submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD $10,000, your right to a hearing will be determined by ADR Services’ Rules. Subject to ADR Services’ Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
  • Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in ADR Services’ Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section set forth in this Terms of Use. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
  • Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees are set forth in ADR Services’ Rules. Aokede will consider reimbursing the opposing party’s portion of ADR Services’ fees upon a showing of financial hardship, but only if the opposing party is an individual consumer, and not a professional or business. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim, or defense that is groundless in fact or law, brought in bad faith, or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and ADR Services’ Rules.
  • Special Procedures for Mass Arbitrations. If, at any time, 30 or more similar demands for arbitration are asserted against Aokede by the same or coordinated counsel or entities (“Mass Filing“), ADR Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance, the parties agree to extend the deadline, or the arbitrator extends the deadline. The parties will then have 90 days (the “Mediation Period“) (which may be extended by the parties) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.
  • Opt-Out. You have the right to opt out of the arbitration provisions of Section 10 by sending a written notice of your decision to opt out to the following address: Aokede Inc., Aokede Legal Department, c/o Corporation Service Company, Inc., 251 Little Falls Drive, Wilmington, Delaware 19808. The notice must be postmarked within 30 days of the later of: (i) the date that you first agreed to the Terms; and (ii) the date that you first became subject to any version of an arbitration provision in the Terms. You must include all of the following in the written notice: (1) your name and mailing address; (2) the email address associated with your account; and (3) a clear statement that you want to opt out of this Agreement’s arbitration agreement.

Governing Law & Jurisdiction: This Agreement will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to their conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a federal or state court located in San Francisco, California for any actions for which the arbitration provision, as set forth in Section 10, does not apply.

Disputes with Other Users : If you have a dispute with another user on the Aokede Platform or with any third party, you agree that Aokede is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Aokede, our directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Aokede Platform. As part of this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit this release to only include those claims that you may know or suspect to exist in your favor at the time of agreeing to this release.

11. Communications.

This section covers your rights with respect to receiving text messages, calls, or pre-recorded messages from Aokede, including how to stop receiving these communications.

The provision and delivery of text messages by Aokede or our text message service providers is governed by our SMS Terms, which are incorporated in these terms. You are not required to agree to receive promotional text messages, calls or pre-recorded messages as a condition of using the Aokede Platform. By electing to submit your phone number to us and agreeing to these Terms, you agree to receive communications from the Aokede Entities and our professional partners, including via text messages, calls, pre-recorded messages, and push notifications, any of which may be generated by automatic telephone dialing systems. These communications include, for example, operational communications concerning your account or use of the Aokede Platform, updates concerning new and existing features on the Aokede Platform, communications concerning promotions run by us or third parties, and news relating to the Aokede Platform and industry developments. Standard text message charges applied by your telephone carrier may apply to text messages you receive. If you submit someone else’s phone number or email address to us to receive communications from the Aokede Entities, you represent and warrant that each person for whom you provide a phone number or email address has consented to receive communications from Aokede.

If you wish to stop receiving promotional emails or promotional text messages, we provide the following methods for you to opt-out or unsubscribe: (a) follow the instructions we provide in the email or initial text message for that category of promotional emails or text messages or (b) if you have an account on the Aokede Platform, you may opt-out or unsubscribe using your settings.

12. Miscellaneous.

This section covers a variety of legal notices related to changes to these Terms or the Aokede Platform, assigning your rights under these Terms, and required notices for California users.

  • Notice for California Users. Under California Civil Code Section 1789.3, California users of the Aokede Platform are entitled to the following specific consumer rights notice: The services are provided by Aokede Inc., 285 Hamilton Avenue, 4th Floor, Palo Alto, CA 94301. If you have a question or complaint regarding the Service, please contact Aokede at legal@Aokede.com. California residents may reach the Consumer Assistance Unit of the Consumer Information Division of the California Department of Consumer Affairs, which may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or hearing impaired persons may dial 711, 1-800-735-2929 (TTY), or 1-800-735-2922 (Voice) for California Relay Service.
  • Export. The Aokede Platform is controlled and operated from our United States offices in California. Aokede software is further subject to United States export controls. No software for Aokede may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You also represent that you are not (i) located in a country that is subject to a U.S. government embargo, and (ii) listed on any U.S. government list of prohibited or restricted parties.
  • Changes. We reserve the right to:
         i. change the terms of this Agreement, consistent with applicable law;
         ii. change the Aokede Platform, including eliminating or discontinuing any information or services or other features in whole or in part; and
         iii. deny or terminate your Aokede account, or use of and access to the Aokede Platform.
    If we make material changes to the Terms, we will notify you through the Aokede Platform, by email, or by other means, to offer you an opportunity to review the changes before they become effective. You agree that your continued use of the Aokede Platform after such changes become effective constitutes your acceptance of the changes. If you do not agree with any updates to this Agreement, you may not continue to use the Aokede Platform. Be sure to return to this page periodically to ensure your familiarity with the most current version of the Terms of Use. Any changes to the Terms will be effective on a going forward basis.
  • Languages. The English version of this Agreement will be the binding version and all communications, notices, arbitrations and other actions and proceedings relating to this Agreement will be made and conducted in English, even if we choose to provide translations of this Agreement into the native languages in certain countries. To the extent allowed by law, any inconsistencies among the different translations will be resolved in favor of the English version.
  • Assignment. No terms of this Agreement, nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with Aokede’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. Aokede may assign, sub-license, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in our sole discretion. In the event of an acquisition or sale of a particular line of business or service/offering by Aokede, Aokede may, in our sole discretion, sublicense Your Content to the acquirer or purchaser who may use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute Your Content, or any portion thereof, notwithstanding other provisions in this Agreement.
  • Waiver. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
  • Headings. Any heading, caption, or section title contained is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
  • Further Assurances. You agree to execute a hard copy of this Agreement and any other documents, and take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.
  • Entire Agreement and Severability. This Agreement supersedes all prior terms, agreements, discussions and writings regarding the Aokede Platform and constitutes the entire agreement between you and us regarding the Aokede Platform. If any part of this Agreement is found to be unenforceable, then that part will not affect the enforceability of the remaining parts of the Agreement, which will remain in full force and effect.
  • Survival. The following provisions will survive expiration or termination of this Agreement: Section 3 (Your Content), Section 4(c) (Restrictions) and 4(d) (Ownership), Section 8 (Disclaimers and Limitations of Liability), Section 9 (Indemnification), Section 10 (Dispute Resolution) and Section 12 (Miscellaneous).
  • Contact. Feel free to contact us by visiting https://help.Aokede.com with any questions about this Agreement.