Terms of service
Loyal Merch Terms of Use Agreement
Effective Date: February 4th, 2026
PLEASE READ THIS TERMS OF USE AGREEMENT (“Agreement”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“CUSTOMER” OR “YOU”) AND LOYAL ANIMAL HEALTH, INC. (“LOYAL,” “WE,” OR “US”).
By accessing or using http://merch.loyal.com/, its subdomains or any other website with an authorized link to this Agreement (“Merchandise Website”) or accessing or using any content, information, services, features or resources available or enabled via the Merchandise Website (collectively, the “Services”) or clicking on a button or taking another action to signify your acceptance of this Agreement, including by buying any products we sell on the Merchandise Website, including merchandise such as apparel, accessories, or other branded items (“Products”), you: (1) agree to be bound by this Agreement; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
Arbitration Agreement
SECTION 12 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 12 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
Subject to Section 12.11 of this Agreement, Loyal reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable supplemental terms for the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.
1. ORDER PROCESS.
1.1 Order Acceptance. Each part of any order that you submit to Loyal constitutes an offer to purchase. If you do not receive a message from Loyal confirming receipt of your order, please contact our customer service team at support@loyal.com before re-entering your order. Loyal’s confirmation of receipt of your order does not constitute Loyal’s acceptance of your order. Loyal is only deemed to have accepted your order once the Product(s) you ordered have been shipped.
1.2 Order Issues. Although we strive to accept all valid orders, Loyal reserves the right to deny any order for any reason, including if: (a) we discover an error in pricing and/or other information about the Product or receive insufficient or erroneous billing, payment, and/or shipping information, (b) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (c) the ordered Product is unavailable due to discontinuance, is out of stock or otherwise. We may also refuse any order that is connected with a previous payment dispute.
1.3 Order Cancellation. Loyal carries a limited supply of Products. If any Product is discontinued or otherwise becomes unavailable, Loyal reserves the right to cancel your order and provide you a refund for the amount paid for the Product.
1.4 Charitable Proceeds. Our profits from the Products sold through the Merchandise Website will benefit a charitable organization. We will donate our profits from the sale of Products to a Loyal designated charity. Donations are made by Loyal and are not tax-deductible to the Customer. Loyal is not affiliated with the designated charity unless expressly stated, and we make no representations regarding the charity’s use of funds. By purchasing Products from the Merchandise Website, you acknowledge and agree that your payment constitutes consideration for the product only and not a direct donation to the charity. This section will not apply to other products you may purchase from us through other means (e.g., our pharmaceutical products).
1.5 Third-Party Provider. Loyal uses a Third-Party Service Provider (defined below) for manufacturing Products and fulfilling orders. By ordering any Product through the Services, you acknowledge that Loyal has no responsibility or liability for any delays that may result from orders handled by such Third-Party Service Provider.
2. REGISTRATION.
2.1 Registering Your Account. In order to purchase Products and/or access certain features of the Services, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Merchandise Website (“Account”) or has a valid account on the third party service through which the user has connected to the Merchandise Website (e.g., Shopify) , as permitted by the Services (each such account, a “Third-Party Account”).
2.2 Third-Party Accounts. The Service may allow you to link your Account with a Third-Party Account by allowing Loyal to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Loyal and/or grant Loyal access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Loyal to pay any fees or making Loyal subject to any usage limitations imposed by such Third-Party Service Providers. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND LOYAL DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
2.3 Registration Data. In registering an Account on the Merchandise Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to (y) notify Loyal immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Loyal has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Loyal has the right to suspend or terminate your Account and refuse any and all current or future use of Loyal (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. Loyal reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Loyal, or if you have been previously banned from any of Services.
2.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Loyal.
3. FEES AND PURCHASE TERMS.
3.1 Price. The price of a Product is as quoted on the Product listing. All prices are exclusive of delivery costs and taxes, which shall be added to the total at the time of checkout, as applicable. Loyal reserves the right to change the prices and delivery costs of Products at any time in its sole discretion. While Loyal uses its best efforts to list the correct prices for Products, some Products may be listed at an incorrect price. If the correct price of a Product is higher than the purchase price indicated at the time of your purchase, Loyal, at its sole discretion, may either contact you for further instructions and/or, upon notice to you, reject your order.
3.2 Payment. You agree to pay Loyal, through our payment processor, for all Product orders in accordance with the prices and billing terms in effect at the time an order is made. You also agree to pay all applicable delivery costs and taxes. To make an order through the Services, you must provide valid payment information, such as a credit card (Visa, MasterCard or any other issuer accepted by us) or Shop Pay or Google Pay. Your payment provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing your payment information, you agree that Loyal is authorized to immediately invoice you for all fees and charges due and payable to Loyal hereunder and that no additional notice or consent is required. Loyal reserves the right at any time to change its prices and billing methods. Please contact support@loyal.com regarding any billing disputes.
3.3 Third Party Providers. Loyal uses third-party service providers (“Third-Party Service Providers”) for payment services (e.g., credit card transaction processing, merchant settlement, and related services), for ordering and fulfillment. By using the Services, you hereby consent and authorize Loyal and such Third-Party Service Providers to share any information and payment instructions you provide to the minimum extent required to complete your transactions and agree to be bound by such Third-Party Service Provider’s terms and privacy policy, as applicable. Loyal uses Shopify for payment, ordering and fulfillment services. By buying a Product through Shopify’s services, you agree to be bound by Shopify’s Privacy Policy (currently accessible at https://www.shopify.com/legal/privacy).
4. COMMUNICATIONS.
By entering into this Agreement or using the Services (including by placing an order for Products), you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. Text messages and emails may be directed to any telephone number and email address that you supply to us in connection with your use of the Services or that you otherwise agree we may use to communicate with you. Communications may include but are not limited to informational, transactional, operational and customer service communications concerning your product orders, payments, or use of the Services. If you provide us with your email address, you agree we may use it to send you offers, promotions and news about our company, products and Services. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
5. FEEDBACK.
If you make suggestions to Loyal or through the Services about improving or adding new features, products, services, or functionality to the Services, Products, or you otherwise provide feedback or testimonials (collectively, “Feedback”), you grant Loyal a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner such Feedback without any compensation or other obligation to you. You represent and warrant that you have all rights necessary to submit the Feedback. You agree that submission of any Feedback is at your own risk and that Loyal has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.
6. OWNERSHIP OF AND LICENSE TO USE SERVICES.
6.1 Use of the Services. Loyal and its suppliers own all rights, title and interest in the Services. The Services and Products are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Loyal grants you a limited license to use the Services solely for your personal non-commercial purposes. Loyal, its suppliers and service providers reserve all rights not granted in this Agreement.
6.2 Trademarks. All graphics, logos, trademarks, service marks and trade names used on or in connection with the Services and Products are the property of Loyal and may not be used without our written permission in connection with any third-party products or services. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Products.
6.3 Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not frame or use framing techniques to enclose any trademark, service mark, logo or Services (including images, text, page layout or form) of Loyal; (c) you shall not use any metatags or other “hidden text” using Loyal’s name, service marks, or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Merchandise Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services or Products to build a similar or competitive product, Merchandise Website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Services, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other Customer, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Services. Any unauthorized use of the Services terminates the licenses granted by Loyal pursuant to this Agreement.
7. INDEMNIFICATION.
You agree to indemnify and hold Loyal, its corporate parents, subsidiaries, and affiliates, and the officers, directors, employees, agents, representatives, partners and licensors of each (collectively, the “Loyal Indemnitees”) harmless from any damages, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any claims concerning: (a) your misuse of the Services or Products; (b) your violation of this Agreement; or (c) your violation of any applicable laws, rules or regulations. Loyal reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Loyal in asserting any available defenses. This provision does not require you to indemnify any of the Loyal Indemnitees for any unconscionable commercial practice by such party or for such party’s gross negligence, fraud, deception, false promise, material misrepresentation or concealment, suppression or omission of any material fact. You agree that the provisions in this section will survive any termination of this Agreement or your access to the Services and use of the Products.
8. DISCLAIMER OF WARRANTIES AND CONDITIONS.
8.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND ANY PURCHASE OF ANY PRODUCTS OFFERED THROUGH THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN AS EXPRESSLY PROVIDED IN WRITING BY LOYAL IN CONNECTION WITH YOUR PURCHASE OF A PRODUCT, THE LOYAL INDEMNITEES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM THE PRODUCTS AND SERVICES.
8.2 Products. DESCRIPTIONS, IMAGES, REFERENCES, FEATURES, CONTENT, SPECIFICATIONS, PRODUCTS, PRICES, AND AVAILABILITY OF ANY PRODUCTS ARE SUBJECT TO CHANGE WITHOUT NOTICE. OUR CURRENT PRICES CAN BE FOUND ON THE SERVICES. WE MAKE REASONABLE EFFORTS TO ACCURATELY DISPLAY THE ATTRIBUTES OF OUR PRODUCTS, INCLUDING THE APPLICABLE COLORS; HOWEVER, THE ACTUAL COLOR YOU SEE WILL DEPEND ON YOUR COMPUTER SYSTEM, AND WE CANNOT GUARANTEE THAT YOUR COMPUTER WILL ACCURATELY DISPLAY SUCH COLORS. THE INCLUSION OF ANY PRODUCTS ON THE SERVICES AT A PARTICULAR TIME DOES NOT IMPLY OR WARRANT THAT THESE PRODUCTS WILL BE AVAILABLE AT ANY TIME.
8.3 Errors, Inaccuracies and Omissions. OCCASIONALLY THERE MAY BE INFORMATION ON OUR SERVICES THAT CONTAINS TYPOGRAPHICAL ERRORS, INACCURACIES OR OMISSIONS THAT MAY RELATE TO PRODUCT DESCRIPTIONS, PRICING, PROMOTIONS, OFFERS, PRODUCT SHIPPING CHARGES, TRANSIT TIMES, AND AVAILABILITY. LOYAL RESERVES THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES OR OMISSIONS, AND TO CHANGE OR UPDATE INFORMATION OR CANCEL ORDERS IF ANY INFORMATION IN THE SERVICES OR ON ANY RELATED MERCHANDISE WEBSITE IS INACCURATE AT ANY TIME WITHOUT PRIOR NOTICE (INCLUDING AFTER YOU HAVE SUBMITTED YOUR ORDER). WE UNDERTAKE NO OBLIGATION TO UPDATE, AMEND OR CLARIFY INFORMATION IN THE SERVICES OR ON ANY RELATED MERCHANDISE WEBSITE, INCLUDING WITHOUT LIMITATION, PRICING INFORMATION, EXCEPT AS REQUIRED BY LAW. NO SPECIFIED UPDATE OR REFRESH DATE APPLIED IN THE SERVICES OR ON ANY RELATED MERCHANDISE WEBSITE, SHOULD BE TAKEN TO INDICATE THAT ALL INFORMATION IN THE SERVICES OR ON ANY RELATED MERCHANDISE WEBSITE HAS BEEN MODIFIED OR UPDATED.
8.4 PLEASE NOTE THAT ALL SALES ARE FINAL. Given the nature of the Products and the prices charged we will not accept returns for any reason.
8.5 TO THE EXTENT ANY DISCLAIMER OF A WARRANTY IS PROHIBITED BY APPLICABLE LAW, THE APPLICABLE WARRANTY WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SERVICES OR RECEIVED THE PRODUCT, AS APPLICABLE, AND NO WARRANTIES WILL APPLY AFTER SUCH PERIOD.
9. LIMITATION OF LIABILITY.
9.1 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LOYAL INDEMNITEES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT LOYAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE LOYAL INDEMNITEES ARE LIABLE TO YOU EXCEED THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO LOYAL FOR THE PRODUCT GIVING RISE TO SUCH LIABILITY, (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM ARISES, OR (C) TEN DOLLARS ($10).
9.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LOYAL AND YOU.
9.4 Exclusions. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
10. TERMINATION.
At its sole discretion, Loyal may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Loyal reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Loyal for Products purchased will remain due. Upon termination of this Agreement, all provisions which by their nature are intended to survive termination will survive any termination of this Agreement or your access to the Services.
11. INTERNATIONAL CUSTOMERS.
The Services are controlled and offered by Loyal from its facilities in the United States of America. Loyal makes no representations that the Services and Products are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
12. ARBITRATION AGREEMENT
12.1 Agreement to Arbitrate. Subject to the terms of this Arbitration Agreement, you and Loyal agree that any and all disputes, claims, controversies or disagreements that have arisen or may arise between you and Loyal, whether arising out of or relating in any way to your access to or use of the Services or of the Merchandise Website, any communications you receive, any Products sold or distributed through the Merchandise Website, the Services, or this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement and prior versions of the Agreement (each, a “Dispute”) will be resolved exclusively by final and binding arbitration, in accordance with the terms of this Arbitration Agreement, rather than in court, except that: (1) you and Loyal may assert individual claims in small claims court if such claims qualify and remain in small claims court; and (2) you or Loyal may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.
12.2 Waiver of Jury Trial. YOU AND LOYAL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Loyal are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section titled “Agreement to Arbitrate” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12.3 Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR MASS ACTION BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the section titled “Batch Arbitration”. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, determines that the limitations of this section titled “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Loyal agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Loyal from participating in a class-wide settlement of claims.
12.4 Informal Dispute Resolution. Loyal is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing Loyal’s customer support at support@loyal.com. If such efforts prove unsuccessful, you and Loyal agree that good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Loyal agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically or via videoconference (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate in the conference.
To initiate Informal Dispute Resolution, a party must give notice to the other party (“Notice”). Such Notice to Loyal should be sent by email to support@loyal.com or regular mail to our offices located at Loyal Animal Heal, Inc., 548 Market Street, Suite 26099, San Francisco, CA 94104 (“Notice Address”). The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. Loyal will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.
The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
12.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If the Informal Dispute Resolution process described above does not resolve satisfactorily within forty-five (45) days after receipt of your Notice, you and Loyal agree that either party shall have the right to finally resolve the Dispute through binding arbitration.
The arbitration will be conducted by National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Loyal should be sent by email to support@loyal.com or to the Notice Address. Loyal will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
Unless you and Loyal otherwise agree, or the Batch Arbitration process discussed in section titled “Batch Arbitration” is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the State of California or, at your election, in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Loyal will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
You and Loyal agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
You and Loyal agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
12.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then the NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under the section titled “Batch Arbitration” is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
12.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes arising out of or relating to the section titled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the section titled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such section titled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
12.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.
12.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Loyal agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Loyal by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Loyal.
You and Loyal agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, , or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
12.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the Notice Address, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Loyal’s rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
12.11 Invalidity, Expiration. Except as provided in the section titled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement (other than the section titled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if the section titled “Batch Arbitration” of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the New Castle County, Delaware. You further agree that any Dispute that you have with Loyal as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12.12 Future Changes to Arbitration Agreement. You and we agree that Loyal retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at https://merch.loyal.com/policies/terms-of-service and you should check for updates regularly. We agree that if Loyal makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Merchandise Website and/or Services, including the purchase of Products and services offered on the Merchandise Website following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validity opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Loyal will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
13. GENERAL PROVISIONS.
13.1 Electronic Communications. The communications between you and Loyal use electronic means, whether you visit the Services or send Loyal e-mails, or whether Loyal posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Loyal in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that Loyal provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.” The foregoing sentence does not affect your statutory rights.
13.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Loyal’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
13.3 Force Majeure. Loyal shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services or Products, please contact us at support@loyal.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
13.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Loyal agree that all claims and disputes arising out of or relating to this Agreement that are not brought in a small claims court pursuant to the section titled “Agreement to Arbitrate” will be litigated exclusively in the state or federal courts located in the State of California.
13.6 Governing Law and Jurisdiction. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW OR OTHER PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
13.7 Notice. Where Loyal requires that you provide an e-mail address, you are responsible for providing Loyal with your most current e-mail address. In the event that the last e-mail address you provided to Loyal is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Loyal’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Loyal at support@loyal.com.
13.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.9 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
13.10 Export Control. You may not use, export, import, or transfer the Services or Products except as authorized by U.S. law. In particular, but without limitation, the Services and Products may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services and/or ordering a Product, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services or Products for any purpose prohibited by U.S. law.
13.11 Consumer Complaints. In accordance with California Civil Code §1789.3, 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 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
13.12 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.