Website Terms & Conditions Of Use

1.1 "Couches," "We," "Us" or "Our" means Couches.com or its affiliates, including the Couches company(s) providing services to you, as applicable.

1.2 "Service" means this Site and any and all content, software, data, information and materials contained therein and transactions completed thereon.

1.3"Third Party Content" means certain third party analysis, content, tools, features, materials, websites, services or advertisements which Couches makes available on or through this Service, or to which Couches links on any Site.

1.4 "Users" means individuals who are authorized by you to use the Service, and have been supplied user identifications and passwords by you (or by us at your request). Users may include but are not limited to your employees, consultants, contractors and other agents.

1.5"You" or "Your" means the company or other legal entity which is our client and for which you are accepting these Terms, including our client's affiliates.

2.1 All other terms and conditions on this Site that govern particular features of the Site (the "Additional Terms") are incorporated into the Terms by this reference. The Terms, Privacy Policy and Additional Terms (collectively, the "Agreement") sets forth the terms and conditions which govern your access to and use of the Site. The Agreement sets forth the entire, final and exclusive agreement between Couches and you with respect to your use of, and access to, the Service, and supersedes all previous oral and written terms, representations, or understandings concerning your use of, and access to, this Service. This Agreement is effective between you and Couches as of the date of your acceptance of this Agreement.

2.2 Couches shall not provide any services or provide any benefit to the extent that the provision of such services or benefit would violate applicable law or expose Couches or its affiliates to any sanction, prohibition or restriction under UN Security Council Resolutions or under other trade or economic sanctions, laws or regulations.

2.3 By using the Service, you agree to transact electronically through the Site. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.

2.4 By providing your telephone number, you are providing express written consent to receive communications from Couches, (including its affiliates, agents, service providers, and affiliates for the purposes of defined above) for any purpose, including but not limited to marketing various services from both Couches and companies Couches has joint marketing agreements with. Additionally, you agree to receive communications from Couches regarding your any service, and any information you may have obtained via your use of a Website. You agree that these communications include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, fax, email or other similar means. Note, regardless of whether your phone number is registered on a state or federal Do Not Call list. You agree that Couches is not responsible for any charges to you regarding these communications. Standard voice and data rates may apply. Further, you understand that you do not need to provide this consent to call as a condition to receive any good or service, in which case you will not provide your phone number.

3.1 As between Couches and you, and subject to your right, title and interest in data you submit through this Service or otherwise provide or submit to Couches, Couches owns all right, title and interest in and to the Service, including all related intellectual property rights subsisting therein. Subject to the limited rights expressly granted hereunder, Couches reserves all rights, title and interest in and to the Service, including all related intellectual property rights subsisting therein. We grant no rights to you hereunder other than as expressly set forth herein. This Service and all materials and information published thereon are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of Couches and to comply with all reasonable written requests made by Couches or its third party licensors to protect their and others' rights in the Site and materials and content made available on or through the Service.

3.2 Our trademarks and service marks are the property of Couches. Couches's trademarks and trade dress may not be used in any form without the prior written consent of Couches, and any use shall be subject to Couches's then-current policies and requirements. All other trademarks, services marks, logos, designs and trade dress not owned by Couches that appear on this Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Couches.

4.1 Generally.

Prior to the purchase of any goods or services on our Site, unless you pay through an alternative payment method that we accept on the Site, you must provide a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the credit card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your credit card. By submitting that information to us, you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. For each purchase made on the Site, you agree to pay the price applicable (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. We or our payment processer will automatically bill your credit card or other form of payment submitted as part of the order process for such price.

4.2 Guarantee, Return Policy, and Shipping Policy.

If you are not fully satisfied with a purchase from the Site, we will accept a return and will refund you in accordance with our Money Back Guarantee. You may return it pursuant to our Returns Policy. Additional restrictions may apply. Our Return Policy, which is incorporated into these Terms in its entirety by this reference. Except in the instance we offer free shipping as a promotional offering on the Site, for online purchases made on the Site, shipping fees will be charged in accordance with our Shipping Policy.

4.3 Methods of Payment, Credit Card Terms and Taxes.

All payments must be made by Visa, MasterCard, Discover, American Express, or Couches Rewards Card. We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this through the acceptance of additional forms of payment on our checkout functionality on the Site. You agree that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify Couches of any discrepancies within forty-five (45) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If Couches does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Couches or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including sales, use or value-added taxes.

4.4 Order Acceptance Policy.

Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of an offer from us. Couches reserves the right at any time after receipt of your order to accept or decline your order for any reason. Couches further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Couches upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with Couches has been effected until you receive a confirmation from Couches via email or the Site. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your credit card account was received.

4.5 No Responsibility to Sell Mispriced Products or Services.

We do our best to describe every item, product or service offered on the Site as accurately as possible. However, we do not warrant that specifications or pricing on the Site is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, Couches shall have the right to refuse or cancel any orders in its sole discretion.

If we charged your credit card prior to cancellation, we will issue a credit to your account in the amount of the charge. Additional terms may apply. If a product you purchased from us is not as described, your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.

4.6 Modifications to Prices or Billing Terms.

The purchase of products and services on the Site is subject to availability. PRODUCTS AND SERVICES DISPLAYED ON THE SITE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. Couches RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR PRODUCTS OR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY EMAIL DELIVERY TO YOU.

5.1 Except as otherwise expressly provided in these Terms or on the Site, you may not download, modify, copy, reproduce, republish, post, resell, upload, transmit or distribute any materials or content, including without limitation any report generated through Couches Market Information function (such as the Ratings by Layer report), or any portion thereof from or linked to the Service, except with the express written consent of Couches or its third party licensors.

5.2 5.2 In addition, you agree not to:

7.1 Third Party Content is not maintained or controlled by Couches, and as a matter of policy, Couches does not independently verify, prescreen or monitor any such Third Party Content. While we believe the Third Party Content is from reliable third party sources, we are not responsible for the availability, content, completeness, adequacy, utility or accuracy of such Third Party Content. Couches does not make any endorsement, express or implied, of any Third Party Content.

7.2 Certain Third Party Content is subject to additional specific terms and conditions which can be found in Additional Terms and in applicable areas of the Site and websites linked to this Site. You acknowledge and agree that your use of such Third Party Content is subject to all these terms.

7.3 Service features that interoperate with Third Party Content depend on the continuing availability of such third party services and materials for use with the Service. If the third party providers of such services or materials cease to make the services or materials available on reasonable terms for the Services, we may cease providing such Service features.

8.1 The information contained in this Service provides only a general overview of subjects covered, is not intended to be taken as advice regarding any individual situation and should not be relied upon as such. Couches cannot provide any assurance that any products that can be obtained via the Service are suitable for a particular purpose.

8.2 THE SERVICE AND THE INFORMATION AND DATA ON THE SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

8.3 Couches SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SERVICES, OR ANY INFORMATION OR SERVICE ON A LINKED WEBSITE. Some jurisdictions do not allow the limitation or exclusion of certain implied warranties, liability, incidental or consequential damages, so certain provisions of this Agreement may not apply to you.

9.1 We shall defend you against any claim, demand, suit, or proceeding (" Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney's fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give us written notice of the Claim; (b) give us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to us all reasonable assistance, at Our expense.

9.2 You shall defend us against any claim made or brought against us by a third party alleging that your use of the Services in violation of this Agreement, or the data or information you submit through the Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages finally awarded against, and for reasonable attorney's fees incurred by, us in connection with any such Claim; provided, that we: (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at our expense.

9.3 This Section 10 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.

15.1 Any controversy or claim arising out of, or relating to, these Terms of Use, or breach thereof, shall be settled by binding arbitration in accordance with the governing law as determined by these Terms of Use, the Federal Arbitration Act (insofar as it governs the arbitrability of such controversy or claim), and the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association in Houston, Texas. Three qualified arbitrators shall be appointed in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association and these Terms of Use. Such qualified arbitrators shall be members of the Texas bar and shall have at least five years of experience in the law relevant to the dispute in question. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. A stenographer shall be present at the arbitration proceedings and the stenographic record shall be the official record of the proceeding. The arbitrators shall provide written findings of fact and conclusions of law in justification of any arbitration award. The Company shall have the right of appeal of any decision by the arbitrators by filing a request for reconsideration of any arbitration decision with the American Arbitration Association. Upon receiving such a request, the American Arbitration Association shall reconsider the matter de novo using the foregoing procedures. Should the arbitration award be inconsistent with the governing law as specified by these Terms of Use, the Company may immediately appeal the arbitration award to any court of competent jurisdiction over the Company. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction over the parties, unless a subsequent request for reconsideration has been filed by the Company under this Section, or the award has been appealed to a court of competent jurisdiction under this Section.

15.2 The parties waive any right to bring representative claims on behalf of a class of individuals, on behalf of the public, as a private attorney general, or otherwise (the “class action waiver”). Except for this class action waiver, this clause may be severed or modified if necessary to render it enforceable under the Federal Arbitration Act.

15.3 Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website, and allowed pursuant to this Section, shall be instituted exclusively in the federal courts of the United States in Houston, Texas or the state courts of Texas located in Houston, Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.