Terms of service

ORZA INC TERMS OF SERVICE

Last Updated: October 22, 2026

These Terms of Service (“Terms”) apply to your access to and use of websites and other online services (collectively, the “Services”) provided by Orza Inc and its subsidiaries and affiliates (collectively, “Orza”, “we”, “our” or “us”), , including any use of the Services to purchase shoes or other products (the “Products”).

BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 18, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 18, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND ORZA WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If you do not agree to these Terms, do not use our Services.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

1 Your Information

You may provide certain information to Orza in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You represent and warrant that any information that you provide to Orza in connection with the Services is accurate.

For information about how we collect, use, share, and otherwise process information about you, please see our Privacy Policy.

2 Eligibility and Use Restrictions

The Services are not targeted towards, nor intended for use by, anyone under the age of 13. You represent and warrant that you are 13 years of age or older. In addition, you may not make a purchase from our Services unless you are at least 18 years of age (or the age of legal majority in your jurisdiction). Users under 18 years of age (or the age of legal majority where the user lives) may otherwise use the Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to our Products and Services. If you are a parent or legal guardian and you believe that your child under the age of 18 is using our Products or Services without your consent, please contact us at contact@orzabrand.com.

Use. You may only use our Products and Services for your own personal use. If you are using the Services on behalf of a legal entity or other organization, you represent and warrant that you have authority to bind that organization to these Terms and references to “you” shall include that organization.

3 Accounts

You may need to create an account with Orza in order to use some or all of our Services. You will promptly update any information contained in your account if it changes. You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

4 User

Our Services may allow you and other users to create, post, store, and share content, including reviews, text, photos, and other materials (collectively, “User Content”). When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.

Except for the license you grant below, as between you and Orza, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant Orza a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed, without compensation to you or any third party. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.

(c) You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:

Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
Impersonates, or misrepresents your affiliation with, any person or entity;
Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
Contains any private or personal information of a third party without such third party’s consent;
Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Orza or others to any harm or liability of any type.
Enforcement of this Section 4 is solely at Orza’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.

We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:
delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
terminate or suspend your access to all or part of the Products or Services if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
take any action with respect to your User Content that is necessary or appropriate, in Orza’s sole discretion, to ensure compliance with applicable law and these Terms or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.

5 Prohibited Conduct

You will not use our Services if you are not eligible to use our Services in accordance with Section 2 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services:
Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
Use or attempt to use another user’s account or information without authorization from that user and Orza;
Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
Sell or resell access to our Services or purchase our Products for resale;
Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Products or Services, except as expressly permitted by us or our licensors;
Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Products or Services or that could damage, disable, overburden, or impair the functioning of our Products or Services in any manner;
Reverse engineer any aspect of our Services or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Products or Services;
Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Orza grants to the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Orza reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
Develop or use any applications that interact with our Services without our prior written consent;
Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by the Orza without our permission; or
Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
Enforcement of this Section 5 is solely at Orza’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

6 Product Listings

The Services may make available listings, descriptions, and images of Products, as well as references and links to Products and coupons or discounts for Products (“Listings”). Such Products may be made available by Orza or by third parties and may be made available for any purpose, including general information purposes. We attempt to ensure that any such Listings are complete, accurate, and current, but despite our efforts, the Listings may occasionally be inaccurate, incomplete, or out of date. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such Listings (including any features, specifications, and prices contained therein). Such Listings and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors; however, the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors.

7 Terms of Sale

Any purchase of a Product through the Services (a “Transaction”) is subject to the following terms set forth in this Section 7 (the “Terms of Sale”).

Eligibility. To complete your purchase, you must have a valid billing and shipping address within a country that can be selected as part of the checkout process on the Services (the “Territory”). We make no promise that Products available on the Services are appropriate or available for use in locations outside the Territory.

Restrictions. The Products are not authorized for resale. We may place a limit on the quantities that may be purchased per order, per account, per payment card, per person, or per household. We reserve the right, without prior notice, to refuse service to any customer or reject any order at any time and refund any money you have paid for such order.

Price. Prices shown on the Services exclude all taxes or charges for shipping and handling. Taxes and shipping and handling costs, if any, will be added to the amount of your purchase and itemized on the checkout page. You will have an opportunity to review taxes and delivery costs before you confirm your purchase. All prices on the Services are subject to change at any time without notice. We do not collect taxes on merchandise shipped to a jurisdiction in which we do not have substantial nexus, in which case you will be liable to the appropriate taxing authority for any sales taxes relating to your purchase from the Services.

Payment. If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date, your billing address, and your shipping information, to us or our payment processors. You represent and warrant that you have the right to use any payment card that you submit in connection with a Transaction. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification of information may be required prior to the acknowledgment or completion of any Transaction. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes and shipping and handling charges applicable to your Transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.

Shipping; Delivery. Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions set forth in these Terms or otherwise contained on the Services. You will pay all shipping and handling charges specified during the ordering process. All Transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments. Any shipping dates provided are approximate and not guaranteed. We are not liable for any delays in shipments.

Order Delays; Cancellation. We reserve the right to delay, refuse, or cancel any order prior to delivery. For example, if there are errors on the Services or made in connection with your order or inaccuracies in Product or pricing information or Product availability, we reserve the right to correct the error and charge you the correct price or cancel your order. We will contact you if any portion of your order is canceled or if additional information is required to accept your order. Occasionally, the manufacture or distribution of a certain Product may be delayed. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule.

Refunds. Refunds will be subject to Orza’s applicable Returns Policy below. Refunds will be made to the same method of payment and account used to place the order unless otherwise agreed by you. Except for returns that qualify for refunds pursuant to our Returns Policy below or as otherwise required by law, all sales are final and we are not required to provide any refunds.

Reservation of Rights. Orza reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any Transaction; to alter the payment option for Products; and to refuse to provide any user with any Product.

8 Returns

Submitting a Return or Exchange. Products purchased directly from ORZA Inc. ("ORZA") may be eligible for return or exchange in accordance with our Returns & Exchanges Policy. Customers must initiate a return or exchange through the ORZA Returns Portal within 14 days of delivery. All requests are subject to review and approval under the applicable policy.

Product Condition. Returned products must be unworn, unused, clean, and in their original condition, including all original packaging and tags. Products showing signs of wear, including scuffs, rosin, dirt, or other damage, may be refused. ORZA reserves the right to inspect returned merchandise before approving an exchange, refund, or store credit.

Return Packaging. Products must be returned in their original ORZA shoebox, placed inside a separate shipping carton or protective mailer. The original shoebox must not be used as the exterior shipping container. A $5 fee will be assessed if the original shoebox is used as the shipping carton.

Exchange and Return Fees. ORZA offers one complimentary exchange per eligible order. Additional returns or exchanges for the same order are subject to a $10 processing and shipping fee, payable before the additional request is processed.

Return Shipping and Deadlines. Customers must follow the return instructions and use the authorized shipping label provided through the Returns Portal. Returned merchandise must be received by ORZA within 30 days of issuance of the return label. ORZA is not responsible for packages lost in transit while being returned.

Refunds. Once returned merchandise is received and inspected, eligible refunds will be issued to the original payment method unless otherwise agreed or required by law. Original shipping charges are nonrefundable except where required by law. Applicable return fees may be deducted from the refund or collected separately as disclosed during the return process.

International Orders. International orders are final sale and are not eligible for returns, exchanges, or store credit, except where required by applicable law.

Pop-Up Events. All purchases made at ORZA pop-up events, including purchases processed through draft orders, are final sale and are not eligible for returns or exchanges, except where required by applicable law.

Additional Terms. Returns and exchanges are governed by ORZA's current Returns & Exchanges Policy, available on our website. Nothing in this Section limits any statutory rights or remedies customers may have under applicable law.

9 Promotions

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.

10 Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and Products], and all intellectual property rights therein and thereto, are owned by Orza or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services and Products, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms (including Sections 4 and 5), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal. Any use of the Products or Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.

11 Trademarks

Orza Inc and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Orza and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Products or Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

12 Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Orza or our Products or Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback, or Products or Services, or to improve or develop new products, services, or the Products or Services in Orza’s sole discretion. Orza will exclusively own all improvements to, or new, Orza products, services, or Products or Services based on any Feedback. You understand that Orza may treat Feedback as nonconfidential.

13 Third-Party

We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

14 Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Orza and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Orza Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Products or Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify Orza Parties of any third-party Claims, cooperate with Orza Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys' fees). The Orza Parties will have control of the defense or settlement, at Orza's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Orza or the other Orza Parties.

15 Disclaimers

Your use of our Products and Services and any content or materials provided therein or therewith (including the Third-Party Content) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Products, Services, and any content or materials provided therein or therewith (including the Third-Party Content) are provided “as is” and “as available” without warranties of any kind, either express or implied. Orza disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Orza does not represent or warrant that our Products or Services or any content provided therein or therewith (including the Third-Party Content) are accurate, complete, reliable, current, or error-free or that access to our Products or Services or any content provided therein or therewith (including the Third-Party Content) will be uninterrupted. While Orza attempts to make your use of our Products and Services and any content provided therein or therewith (including the Third-Party Content) safe, we cannot and do not represent or warrant that our Products or Services or any content provided therein or therewith (including the Third-Party Content) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Products and Services and any content provided therein or therewith (including the Third-Party Content). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Orza, Orza Parties, and Orza’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

16 Limitation of Liability

To the fullest extent permitted by applicable law, Orza and the other Orza Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, or special damages or lost profits, even if Orza or the other Orza Parties have been advised of the possibility of such damages.

The total liability of Orza and the other Orza Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the the amount paid by you to use our Product or Services giving rise to the claim in the last 6 months.

The limitations set forth in this Section 16 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Orza or the other Orza Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

17 Release

To the fullest extent permitted by applicable law, you release Orza and the other Orza Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

18 Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ORZA TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND ORZA FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND ORZA AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. ORZA AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

For any dispute or claim that you have against Orza, that Orza has against you or that you have, or Orza has, in each case arising from, relating to, or stemming from these Terms, our Products or our Services, or any aspect of the relationship between you and Orza as relates to these Terms, our Products, or our Services, including any privacy or data security claims, (collectively, “Claims”, and each a “Claim”), you and Orza agree to attempt to first resolve the Claim informally via the following process. If you assert a Claim against Orza, you will first contact Orza by sending a written notice of your Claim (“Claimant Notice”) to Orza by certified mail addressed to 3406 Walnut Avenue SW Seattle WA 98116 or by email to contact@orzabrand.com. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If Orza asserts a Claim against you, Orza will first contact you by sending a written notice of Orza’s Claim (“Orza Notice”), and each of a Claimant Notice and Orza Notice, a “Notice”) to you via email to the primary email address associated with your account. The Orza Notice must (i) include the name of a Orza contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If you and Orza cannot reach an agreement to resolve the Claim within thirty (30) days after you or Orza receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Orza first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.

Except for individual disputes that qualify for small claims court, all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that are not resolved in accordance with Section 18(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

These Terms affect interstate commerce, and the enforceability of this Section 18 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law.

All Claims must be submitted to the American Arbitration Association (“AAA”) and will be resolved through binding arbitration before one arbitrator. If you are a legal entity or other organization, then the then-current version of the AAA’s commercial arbitration rules will apply. If you are a consumer, the then-current version of the AAA’s Consumer Arbitration Rules will apply, which are available on the AAA’s website (adr.org), as amended by these Terms as follows:

YOU AND ORZA AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND ORZA ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Orza or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

Each party will pay the AAA’s fees in accordance with the Consumer Arbitration Rules.

For all arbitrations where the claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and (iii) if the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator.

If you or Orza submits a dispute to arbitration and the arbitrator orders any exchange of information, you and Orza agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Orza agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.

The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Orza or against you by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Orza understand and agree that when twenty-five (25) or more similar claims are asserted against Orza or you by the same or coordinated counsel or are otherwise resolved, your or Orza’s Claim might be delayed. For such coordinated actions, you and Orza also agree to the following coordinated bellwether process. Counsel for the claimants and counsel for Orza shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. This staged process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this staged process from the time the first cases are selected for a bellwether process until the time your case is selected for a bellwether process, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Orza or you.

One Year to Assert Claims. To the extent permitted by law, any Claim by you or Orza relating in any way to these Terms, our Products or our Services, or any aspect of the relationship between you and Orza as relates to these Terms, our Products, or our Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Orza will not have the right to assert the Claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at contact@orzabrand.com or by certified mail addressed to 3406 Walnut Avenue SW Seattle WA 98116. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19.

If any portion of this Section 18 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 18 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 18; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 18 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 18 will be enforceable.

Notwithstanding anything to the contrary in the Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section 18 of the Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.

19 Governing Law

Any Claims will be governed by and construed and enforced in accordance with the laws of the State of Washington, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 18, then the state and federal courts located in the King County, Washington, will have exclusive jurisdiction. You and Orza waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

20 Modifying and Terminating Our Products or Services

We reserve the right to modify our Services or to suspend or terminate providing all or part of our Products or Services at any time; charge, modify, or waive any fees required to use the Products or Services; or offer opportunities to some or all end users of the Products or Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Products or Services, such as by sending an email or providing a notice through our Products or Services. All modifications and additions to the Products and Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Orza in writing. You also have the right to stop using our Products and Services at any time, and you may terminate these Terms by ceasing use of our Products and Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

21 Severability

If any portion of these Terms other than Section 18 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

22 Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

23 Miscellaneous

Orza’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

If you have a question or complaint regarding the Products or Services, please send an email to contact@orzabrand.com. You may also contact us by writing to 4701 Southwest Admiral Way, PMB #444 Seattle, WA 98116, or by calling us at 206.484.0799. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us.