Terms of service

OVERVIEW

Welcome to Papi Ranch! The terms "we", "us" and "our" refer to Papi Ranch. Papi Ranch operates this store and website, including all related information, content, features, tools, products and services (collectively, the “Services”), through which we provide you with a curated shopping experience. Papi Ranch is powered by Shopify, which enables us to provide the Services to you.

The terms and conditions, together with any policies or other terms expressly incorporated by reference (these "Terms") describe your rights and responsibilities when you use the Services.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES AND YOU MUST PROMPTLY CEASE USING THEM.

By agreeing to these Terms, you expressly agree to the arbitration of all Disputes as further described in Section 24 below. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding.


SECTION 1 — ACCESS AND ACCOUNT

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence.

To use the Services, including accessing or browsing our online stores or purchasing any of the products or services we offer, you may be asked to provide certain information, such as your email address, billing, payment, and shipping information. You represent and warrant that all information you provide is correct, current, and complete and that you have all rights necessary to provide this information, including, where you provide personal information relating to another person.

You are solely responsible for maintaining the security of your account credentials and for all activity occurring under your account. You must promptly notify us if you suspect any unauthorized access to or use of your account. You may not transfer, sell, assign, or license your account to any other person.


SECTION 2 — OUR PRODUCTS

We have made every effort to provide an accurate representation of our products and services in our online stores. However, please note that colors, product appearance, packaging, and labeling may differ from how they may appear on your screen due to the type of device you use to access the store and your device settings and configuration or may change from time to time.

We do not warrant that the appearance or quality of any products or services purchased by you will meet your expectations or be the same as depicted or rendered in our online stores, except as expressly stated in these Terms or required by applicable law.

For food products, you are responsible for reviewing the product label and any ingredient, allergen, nutrition, storage, handling, preparation, or other product information made available with the product before consuming it. If you have a food allergy, dietary restriction, or other health-related concern, please contact us before placing an order and do not rely solely on information displayed in our online stores.

All descriptions of products are subject to change at any time without notice at our sole discretion. We reserve the right to discontinue any product at any time and may limit the quantities of any products that we offer to any person, geographic region, or jurisdiction, on a case-by-case basis and subject to applicable law.


SECTION 3 — ORDERS

When you place an order, you are making an offer to purchase. Papi Ranch reserves the right to accept or decline your order for any reason and in its sole discretion. Your order is not accepted until Papi Ranch confirms acceptance. We must receive and process your payment before your order is accepted. Please review your order carefully before submitting, as Papi Ranch may be unable to accommodate cancellation requests after an order is accepted. In the event that we do not accept, make a change to, or cancel an order, we will attempt to notify you by contacting the e‑mail, billing address, and/or phone number provided at the time the order was made.

Your purchases are subject to return or exchange solely in accordance with our Refund Policy at https://papiranch.com/policies/refund-policy.

You represent and warrant that your purchases are for your own personal or household use and not for commercial resale or export.


SECTION 4 — PRICES AND BILLING

4.1 Prices and Billing

Prices, discounts and promotions are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Unless otherwise expressly stated, posted prices do not include taxes, shipping, handling, customs or import charges.

Prices posted in our online stores may be different from prices offered in physical stores or in online or other stores operated by third parties. We may offer, from time to time, promotions on the Services that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

We reserve the right to correct any pricing, typographical, or other errors, inaccuracies, or omissions, including after an order has been submitted, and to cancel or refuse any affected orders.

You agree to provide current, complete and accurate purchase, payment and account information for all purchases made through the Services. You agree to promptly update your account and other information, including your email address, credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

You represent and warrant that (i) the credit card information you provide is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any. By submitting payment information, you authorize Papi Ranch and its third-party payment processor to charge the applicable payment method for your order.

4.2 Subscriptions

4.2.1 Subscription. Some products are available only with a paid subscription, including annual memberships and recurring subscriptions with customer-selected delivery cadences (each, a “Subscription”). If you enroll in a Subscription, you will be charged the current price of the Subscription plan, plus any applicable taxes and other charges (the “Subscription Fee”) at the beginning of the Subscription and at the recurring interval disclosed to you at checkout. Subscription prices, fees, or other charges are subject to change as described in Section 4.2.5 and as otherwise required by applicable law.

4.2.2 Payment Method. To enroll in a Subscription, you may be required to provide a current, valid, accepted payment method (“Payment Method”). You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment. You remain responsible for any uncollected amounts. Papi Ranch uses authorized third parties for the purpose of processing your transactions and credit card authorization. By submitting Payment Method details to us or our third-party processors, you grant (or otherwise authorize) Papi Ranch the right to store and process your information with such third parties. You agree that Papi Ranch will not be responsible for any failures of such third parties to adequately protect your information. If a payment is not successfully settled—for example, due to expiration of a credit card, insufficient funds, or otherwise—we may suspend your Subscription until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees. Check with your Payment Method service provider for details.

WHEN YOU ENROLL IN A SUBSCRIPTION PLAN, YOU EXPRESSLY AUTHORIZE PAPI RANCH AND ITS THIRD-PARTY PAYMENT PROCESSORS TO CHARGE YOUR PAYMENT METHOD AT THE RECURRING INTERVAL DISCLOSED TO YOU AT CHECKOUT, WITHOUT FURTHER AUTHORIZATION, UNTIL YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 4.2.4.

4.2.3 Updating Your Payment Method. If you want to use a different Payment Method or if there is a change in your Payment Method validity or expiration date, you may edit your information by accessing your account settings page or other available online subscription-management tools. It is your responsibility to keep your contact information and payment information current and updated.

4.2.4 Refunds and Cancellation. Your Subscription will continue in effect unless and until you cancel your Subscription, or we terminate it. You can cancel or make changes to your Subscription at any time by logging into your account or using the available online subscription-management tools. You may also cancel your Subscription by contacting us as described in Section 29 (Contact Information). You must cancel your Subscription before it renews or before the applicable order cutoff disclosed at checkout or in your order confirmation in order to avoid being charged for the next Subscription Fee or receiving the next recurring delivery, as applicable.

You may cancel your Subscription at any time; however, cancellation does not entitle you to a refund except as provided in our Refund Policy or required by applicable law.

4.2.5 Changes to the Subscription Plan or Price. We reserve the right to change or discontinue any Subscription, or adjust Subscription Fees or discounts, from time to time. Any changes will apply prospectively and take effect following notice to you, as required by applicable law. For annual memberships, we will provide a renewal reminder and cancellation instructions as required by applicable law.


SECTION 5 — SHIPPING AND DELIVERY

We are not liable for shipping and delivery delays. All delivery times are estimates only and are not guaranteed. We are not responsible for delays caused by shipping carriers, customs processing, events outside our control, or inaccurate or incomplete shipping information you provide. Once we transfer products to the carrier, title and risk of loss passes to you, except as otherwise required by applicable law.


SECTION 6 — INTELLECTUAL PROPERTY

The Services and their contents and features, including trademarks, brands, text, displays, images, graphics, video, audio, and the design, selection, and arrangement thereof, are owned by Papi Ranch, its affiliates or licensors and are protected by U.S. and foreign patent, copyright, trademark, and other intellectual property laws.

These Terms permit you to use the Services solely for your personal, non-commercial use and only as made available by Papi Ranch. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any content or other materials available through the Services without our prior written consent, except as necessary to use the Services for their intended purpose. Except as expressly provided herein, nothing in these Terms grants or shall be construed as granting a license or other rights to you under any patent, trademark, copyright, or other intellectual property of Papi Ranch, Shopify or any third party. Unauthorized use of the Services may be a violation of federal and state intellectual property laws. All rights not expressly granted herein are reserved by Papi Ranch.

Papi Ranch's names, logos, product and service names, designs, and slogans are trademarks of Papi Ranch or its affiliates or licensors. You must not use such trademarks without the prior written permission of Papi Ranch. Shopify's name, logo, product and service names, designs and slogans are trademarks of Shopify. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.


SECTION 7 — OPTIONAL TOOLS

You may be provided with access to tools offered by third parties as part of the Services, including tools made available through Shopify or other service providers. We do not control those tools or their providers.

You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations or conditions of any kind and without any endorsement. To the maximum extent permitted by applicable law, we are not responsible for any loss, damage, or other claim arising from or relating to your use of optional third-party tools.

Any use by you of the optional tools offered through the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which those tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new features through the Services (including the release of new tools and resources). Such new features shall also be deemed part of the Services and are subject to these Terms.


SECTION 8 — THIRD-PARTY LINKS

The Services may contain materials, hyperlinks, and embedded functionality provided or operated by third parties. We are not responsible for examining or evaluating the content, accuracy, or availability of any third-party materials or websites you choose to access. If you decide to leave the Services to access these materials or third party sites, you do so at your own risk.

To the maximum extent permitted by applicable law, we are not liable for any harm, loss, or damages related to your access of any third-party websites, or your purchase or use of any products, services, resources, or content made available through any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products and services should be directed to the third-party.


SECTION 9 — RELATIONSHIP WITH SHOPIFY

Papi Ranch is powered by Shopify, which enables us to provide the Services to you. However, any sales and purchases you make through the Services are made directly with Papi Ranch. By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of any sales between you and Papi Ranch, including any injury, damage, or loss resulting from purchased products and services. You hereby expressly release Shopify and its affiliates from all claims, damages, and liabilities arising from or related to your purchases and transactions with Papi Ranch, to the maximum extent permitted by applicable law.


SECTION 10 — PRIVACY POLICY

All personal information we collect through the Services is subject to our Privacy Policy, which can be viewed at https://papiranch.com/policies/privacy-policy. By using the Services, you acknowledge that you have read our Privacy Policy.

Because the Services are hosted by Shopify, Shopify collects and processes personal information about your access to and use of the Services in order to provide and improve the Services. Information you submit to the Services will be transmitted to and shared with Shopify. 


SECTION 11 — FEEDBACK

If you submit, upload, post, email, or otherwise transmit any ideas, suggestions, feedback, proposals or reviews (collectively, "Feedback"), you grant us a perpetual, worldwide, sublicensable, royalty-free, irrevocable license to use, reproduce, modify, publish, distribute and display such Feedback in any medium for any purpose, including for commercial use. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve and promote the Services and to perform our obligations and exercise our rights under the Terms.

You also represent and warrant that you own or have all necessary rights to provide such Feedback. We are under no obligation (1) to maintain your Feedback in confidence; (2) to pay compensation for your Feedback; or (3) to respond to your Feedback.

We may, but have no obligation to, monitor, edit or remove Feedback that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

You agree that your Feedback will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Feedback will not contain libelous or otherwise unlawful, abusive or obscene Feedback, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Feedback. You are solely responsible for any Feedback you make and its accuracy. We take no responsibility and assume no liability for any Feedback posted by you or any third-party.


SECTION 12 — PROHIBITED USES

You may access and use the Services only for lawful purposes and in accordance with these Terms. You may not access or use the Services, directly or indirectly: (a) for any unlawful, fraudulent, or malicious purpose; (b) to violate any applicable  law, regulation, or third-party right, including intellectual property, privacy, or publicity rights; (c) to harass, abuse, insult, defame, slander, disparage, intimidate, or harm any of our employees or any other person; (d) to transmit false or misleading information; (e) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the these Terms or applicable law; (f) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (g) to impersonate or attempt to impersonate any other person or entity; (h) to upload, transmit, or introduce viruses, malware, or other harmful code; (i) to interfere with, disrupt, damage, or bypass the security, integrity, or operation of the Services; or (j) to use any robot, spider, scraper, data-mining or extraction tool, or other automated means, including AI agents, to access, monitor, copy, extract, or collect information from the Services, except as expressly permitted under Section 13 (Agents) or otherwise authorized by us in writing.

We reserve the right to suspend, disable, or terminate your account at any time, without notice, if we determine that you have violated any part of these Terms or applicable law.


SECTION 13 — AGENTS

13.1 This section ("Agent Terms") applies if you use, allow, enable, or cause the deployment of an Agent to access, use, or interact with any Services. "Agent" means any software or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity and that can be executed on behalf of or using that person’s device, without direct supervision.

13.2 No Agent may access, use, or interact with the Services unless, at all times, it identifies itself and operates in strict accordance with the requirements in section 13.4 below. In addition, no Agent may access, use, or interact with the Services if we have requested that the Agent refrain from accessing, using, or interacting with the Services.

13.3 We may limit, including by technical measures, whether and how any Agent accesses, uses, and interacts with the Services.

13.4 Agents must: (i) in all HTTP/HTTPS requests, identify that the request is from an Agent and disclose the name of the Agent by including the following in the request's user agent string: "Agent/[agent name]"; (ii) not conceal or obfuscate that any access, use, or interactions are from an Agent, such as by (a) mimicking human behavior and interaction patterns, or (b) completing or circumventing CAPTCHAs or measures intended to distinguish computer use from humans, (iii) respond truthfully to any question or prompt seeking to determine if interactions are coming from a human or a computer, (iv) not circumvent or otherwise avoid any measure intended to block, limit, modify, or control whether and how Agents access, use, or interact with the Services.


SECTION 14 — SMS/MMS MOBILE MESSAGING PROGRAM TERMS AND CONDITIONS

Papi Ranch offers a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Text Messaging Terms and Conditions (for purposes of this Section 14, the “Agreement”). By opting-in to or participating in any of our Services, you accept and agree to these Terms, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in Section 24 (Dispute Resolution) below. This Agreement is limited to the Program and is not intended to modify other Terms or our Privacy Policy that may govern the relationship between you and Papi Ranch in other contexts.

14.1 Signing Up and Opting-In to the Program

Enrollment in the Program requires you to provide your mobile phone number and to agree to these terms and conditions. You may not enroll if you are under 18 years old (or under 19 years old in Alabama and Nebraska). Before the Program starts, you will need to verify the mobile phone number you provided by responding to a text message to your mobile phone that affirms your choice to opt-in to this Program and your agreement to these Terms. Papi Ranch reserves the right to stop offering the Program at any time with or without notice.

14.2 By opting into the Program, you:

  • authorize Papi Ranch to use autodialer or non-autodialer technology to send text messages to the mobile phone number associated with your opt-in (i.e., the number listed on the opt-in form or, if none, the number from which you send the opt-in, or, if none, the number on file for the account associated with your opt-in).

  • acknowledge that you do not have to agree to receive messages as a condition of purchase.

  • confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt in.

  • consent to the use of an electronic record to document your opt-in.

14.3 Messages You May Receive

Once you affirm your choice to opt-in to the Program, your message frequency may vary. You may receive an alert when:

  • you are welcomed into the Program

  • make a purchase

  • complete a visit

  • there are general marketing or promotions

Without limiting the scope of the Program, users that opt-into the Program can expect to receive messages concerning the marketing and sale of products and services.

14.4 Charges and Carriers

Message and data rates may apply. Please consult your service agreement with your wireless carrier or contact your wireless carrier to determine your phone's pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data or other charges incurred (usage, subscription, etc.) as a result of using the Program.

Supported carriers vary and may not be available on all wireless carriers. Papi Ranch may add or remove any wireless carrier from the Program at any time without notice. Papi Ranch and mobile carriers are not responsible for any undue delays, failure of delivery, or errors in messages.

14.5 To Stop the Program

If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, UNSUBSCRIBE, or QUIT to any mobile message from Papi Ranch in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt-out. You understand and agree that the foregoing options are the only reasonable methods of opting-out. You also understand and agree that any other method of opting-out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting-out.

14.6 Mobile Phone Number Change

In the event that you change or deactivate your mobile phone number, you agree to notify Papi Ranch by emailing us at support@papiranch.com.

MMS Disclosure

The Program will send SMS terminating messages if your mobile device does not support MMS messaging.

14.7 Our Disclaimer of Warranty

The Program is offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Papi Ranch’s control.

14.8 Participant Requirements

You must have a wireless Device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your Device capabilities for specific text messaging instructions.

14.9 Duty to Notify and Indemnify

If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt-Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms. You further agree that, if you discontinue the use of your mobile telephone number without notifying Papi Ranch of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Papi Ranch, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and Agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs. YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

 

SECTION 15 — TERMINATION

We may terminate this agreement or your access to the Services (or any part thereof) in our sole discretion at any time without notice, including if we reasonably believe you have violated these Terms or applicable law. You will remain liable for all amounts due up to and including the date of termination.

The following sections will continue to apply following any termination: Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver; Entire Agreement, Assignment, Governing Law, Privacy Policy, and any other provisions that by their nature should survive termination.


SECTION 16 — HEALTH AND FOOD ALLERGY DISCLAIMER

THE SERVICES DO NOT PROVIDE MEDICAL ADVICE. THE HEALTH AND NUTRITIONAL INFORMATION, INCLUDING BUT NOT LIMITED TO, TEXT, GRAPHICS, IMAGES AND OTHER MATERIAL, CONTAINED ON THE SITE IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. You should not rely on this information as a substitute or replacement for professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health, please consult with a physician or other medical healthcare professional. Do not disregard, avoid or delay obtaining medical or health related advice from your healthcare professional because of something you may have read on the Services. Causes for various health and other medical issues vary from person to person. This means that the health benefits of our products will vary from person to person. Nothing in these Terms or our statements should be construed as a promise or guarantee that a user will achieve his or her desired goal.

Research developments may impact the health and nutritional advice that appears on the Services. No assurance can be given that the information contained on the Services will always include the most recent developments.

Customers concerned with food allergies need to be aware of these risks and should confirm all food allergies and intolerances before preparing or consuming any of our products. Papi Ranch is not responsible for identifying ingredients that may cause allergic reactions for those with food allergies. IF YOU THINK YOU ARE HAVING AN ADVERSE REACTION TO ANY FOOD ITEM, STOP IMMEDIATELY. TO THE EXTENT YOU BELIEVE YOU ARE HAVING A MEDICAL OR HEALTH EMERGENCY, CALL YOUR HEALTHCARE PROFESSIONAL OR 911 IMMEDIATELY

 

SECTION 17 — DISCLAIMER OF WARRANTIES

The information presented on or through the Services, including product descriptions, ingredients, allergen information, nutrition information, storage, handling, and preparation guidance, is made available solely for general information purposes. While we endeavor to keep this information current and accurate, we do not warrant its accuracy, completeness, or suitability for your particular needs. You are responsible for reviewing the product label and any product-specific information provided with your order before consuming a product. If you have an allergy, dietary restriction, medical condition, or other health related concern, please consult an appropriate professional and contact us before ordering. 

EXCEPT AS EXPRESSLY STATED BY PAPI RANCH OR REQUIRED BY APPLICABLE LAW, THE SERVICES AND ALL PRODUCTS OFFERED THROUGH THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE', WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.


SECTION 18 — LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO CASE SHALL Papi Ranch, OUR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS, (COLLECTIVELY, THE “PAPI RANCH PARTIES”) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY PRODUCT PURCHASED THROUGH THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF A PAPI RANCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE AGGREGATE LIABILITY OF THE PAPI RANCH PARTIES ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY PRODUCT PURCHASED THROUGH THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO PAPI RANCH FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM, OR (B) $100.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PAPI RANCH’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON PAPI RANCH’S GOVERNING LAW PROVISION SET FORTH BELOW.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”


SECTION 19 — INDEMNIFICATION

You agree to indemnify, defend and hold harmless Papi Ranch, Shopify, and our affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers from any losses, damages, liabilities or claims, including reasonable attorneys' fees, payable to any third party arising out of or relating to: (1) your breach of these Terms or any policies or terms incorporated by reference, (2) your violation of any law or the rights of a third party, or (3) your access to and use of the Services in violation of these Terms or applicable law.

We will notify you of any indemnifiable claim, provided that a failure to promptly notify will not relieve you of your obligations unless you are materially prejudiced. We may control the defense and settlement of any claim at your expense, including choice of counsel, but will not settle any claim requiring an admission of liability by, or non-monetary obligation, of you without your consent (not to be unreasonably withheld). You will cooperate in the defense of indemnified claims, including by providing relevant documents.


SECTION 20 — SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.


SECTION 21 — WAIVER; ENTIRE AGREEMENT

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms, together with the Privacy Policy and any other policies or terms expressly incorporated by reference, constitute the entire agreement and understanding between you and us regarding your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).

Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.


SECTION 22 — ASSIGNMENT

You may not delegate, transfer or assign this Agreement or any of your rights or obligations under these Terms without our prior written consent, and any such attempt will be null and void. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.


SECTION 23 — GOVERNING LAW

These Terms of Service and any dispute arising out of or relating to these Terms, the Services, or any purchase made through the Services are governed by the laws of the State of Florida, without regard to its conflict of laws principles.


SECTION 24 — DISPUTE RESOLUTION

24.1 User Concerns

Most user concerns can be resolved quickly and to the user’s satisfaction by contacting us at the contact details below.

24.2 Disputes

By agreeing to these Terms, you expressly agree to the arbitration of all Disputes. Any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, the remaining portions of the arbitration provisions will remain in force. 

24.3 Arbitration Procedures

In the event your concern cannot be resolved informally, you and Papi Ranch agree that, except as provided in Section 24.6 below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 24 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail. 

Except as otherwise set forth in Section 24.6 below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Papi Ranch will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms: (i) you and Papi Ranch may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. 

IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

24.4 Location

The arbitration will take place in Miami-Dade County, Florida, United States of America, unless the parties agree to video, phone, or internet connection appearances.

24.5 Limitations

You and Papi Ranch agree that any arbitration shall be limited to the Claim between Papi Ranch and you individually. YOU AND PAPI RANCH AGREE THAT: (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

24.6 Exceptions to Arbitration

You and Papi Ranch agree that the following Claims are not subject to the above provisions concerning binding arbitration: (i) any Excluded Dispute; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

24.7 Arbitration Fees

If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

24.8 Severability

You and Papi Ranch agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 24.6), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 24.6 is found to be illegal or unenforceable then neither you nor Papi Ranch will elect to arbitrate any Claim falling within that portion of Section 24.6 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within Miami-Dade County, Florida, United States of America, and you and Papi Ranch agree to submit to the personal jurisdiction of that court.

 

SECTION 25 — NOTICE FOR CALIFORNIA RESIDENTS

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, Ste N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

 

SECTION 26 — NOTICE FOR NEW JERSEY RESIDENTS

If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you: Section 17 (Disclaimer of Warranties), Section 18 (Limitation of Liability), and the Florida governing law provision of Section 23 (Governing Law) above (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

 

SECTION 27 — HEADINGS

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

 

SECTION 28 — CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms on this page.

We reserve the right, in our sole discretion, to update, change, or replace any part of these Terms from time to time by posting the updated Terms on the Services. We will notify you of any material changes to these Terms in accordance with applicable law, and such changes will be effective on the date specified in the notice. Your continued use of or access to the Services following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Services.

 

SECTION 29 — CONTACT INFORMATION

Questions about the Terms should be sent to us at support@papiranch.com.

Our contact information is posted below:

Papi Ranch Inc.

support@papiranch.com

19950 West Country Club Drive, 10th Floor, Aventura, FL 33180