Terms of Service
Version 2026-08-04
These Terms of Service constitute a binding agreement between you and Corda Yoga LLC. Read them before you order.
SECTION 26 CONTAINS A BINDING ARBITRATION AGREEMENT AND A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION. SECTION 26.6 EXPLAINS HOW TO REJECT ARBITRATION WITHIN 30 DAYS WITHOUT AFFECTING ANY OTHER PART OF THIS AGREEMENT OR YOUR ACCOUNT.
1. Parties and definitions
1.1 This agreement is between Corda Yoga LLC, a Texas limited liability company having its principal place of business in Austin, Texas ("Corda," "Company," "we," "us," or "our"), and the individual accepting it ("you" or "Customer").
1.2 In this agreement: "Site" means corda.yoga and any subdomain, application, or interface we operate under it. "Goods" means any product offered for sale through the Site. "Order" means a request submitted by you to purchase Goods. "Membership" means the recurring subscription described in Sections 14 and 15. "Credit" means a store credit balance recorded against your account. "Maker" means an independent producer whose Goods we offer. "Courier" means a person engaged by us to perform local delivery. "Terms" means this agreement, including any document expressly incorporated by reference.
1.3 Headings are for convenience and do not affect construction. "Including" means "including without limitation." References to a statute include its successor provisions.
2. Corda is the seller of record
2.1 Corda sells the Goods offered on the Site in its own name and on its own account. Corda is the merchant of record for every Order: Corda takes payment, is the counterparty to your purchase, issues refunds, answers chargebacks, and remits applicable sales tax.
2.2 We identify the Maker of a Good on its listing. Identification is provenance information. It does not make the Maker a party to your Order, does not create privity between you and the Maker, and does not entitle either of you to proceed against the other under this agreement. Direct all questions, claims and requests concerning an Order to Corda.
2.3 Certain Makers operate their own storefronts on software Corda licenses to them, on domains they own. Purchases made on those storefronts are sales by that Maker, are governed by that Maker's own terms, and are outside this agreement. These Terms govern the Site only.
2.4 Sections 20, 21, 22 and 26 are intended to benefit, and are enforceable by, Corda's Makers and Couriers as third-party beneficiaries in respect of their performance for Corda. No other provision confers a benefit on any third party.
2.5 These Terms govern your relationship with us as a customer. If you also supply goods to us, produce content for us, or perform deliveries for us, that relationship is governed by the separate written agreement applicable to it, and nothing in these Terms varies it.
3. Acceptance, capacity, and electronic records
3.1 You accept these Terms by any of the following: creating an account; submitting an Order; submitting payment; commencing a Membership; accepting delivery of an Order; or using the Site after these Terms are posted. Any of those acts constitutes your electronic signature.
3.2 You represent that you are at least 18 years of age and have the legal capacity to enter into this agreement, and that all information you supply is accurate and yours to supply.
3.3 You consent to receive this agreement, the Privacy Policy, Order confirmations, delivery notices, Membership notices, receipts, and all other records and disclosures relating to your account in electronic form, and you agree that electronic delivery satisfies any requirement that such records be in writing. You may withdraw this consent by closing your account. You may request a paper copy of any record by writing to [email protected].
3.4 We maintain a record of the version of these Terms in force at the time of each acceptance, together with the date, the account, and the Order to which it relates. That record is admissible evidence of the agreement between us.
4. Accounts
4.1 Browsing does not require an account. Ordering, Membership, Credit, and access to Order history do.
4.2 Authentication is by a single-use link sent to your registered email address. We do not issue or store a password for you. You are responsible for maintaining control of that mailbox and for all activity conducted through your account. Notify us immediately at [email protected] if you believe your account or mailbox has been compromised.
4.3 We may suspend or terminate an account, decline to supply, or cancel an Order where we reasonably determine there has been fraud, unauthorised access, resale in breach of Section 19.1, abuse of a Courier or of our personnel, manipulation of Credit or referral mechanics, or a breach of these Terms or of applicable law. Where we do so and you hold a balance lawfully earned, we will refund or release it in accordance with Section 13.
5. Nature of the Goods
5.1 The Goods include food, drink, consumable household products, and durable goods made from natural materials. They are produced in small batches and are not standardised between batches.
5.2 CORDA SELLS PRE-PACKAGED GOODS ONLY. Every Good is supplied in the sealed retail packaging applied by its Maker or manufacturer and bears that party's own labelling. CORDA DOES NOT MANUFACTURE, PROCESS, PREPARE, COOK, PORTION, REPACKAGE OR RELABEL ANY FOOD GOOD, AND DOES NOT OPEN THE PACKAGING OF ANY FOOD GOOD.
5.3 Corda does not operate a food service establishment, does not prepare food to order, and does not sell food for immediate consumption on any premises. Its role is that of a retailer of pre-packaged goods.
5.4 We require each Maker, as a condition of supply, to warrant that its Goods are produced, labelled, packaged and held in compliance with the federal and Texas food safety, labelling and licensing law applicable to them, and that it holds every registration, permit and licence its production requires. Corda handles, stores and transports Goods in accordance with the requirements applicable to its own operations.
5.5 Where a Good requires refrigeration, is perishable, or has a limited shelf life, that is stated on its listing and on its label, and Sections 7, 10.7, 11.1 and 12.1 apply to it.
5.6 You acknowledge and agree that, as an inherent characteristic of the Goods and not as a defect:
· weight, size, count, colour, ripeness, density, texture, aroma and appearance vary between units
and between batches;
· Goods sold by approximate weight or count are supplied within ordinary commercial tolerance, and
the listing states the basis of sale;
· photographs are representative of the type of Good supplied and are not of the unit you receive;
· availability changes weekly and a Maker may become unable to supply after your Order is accepted.
5.7 Where a Good in an accepted Order becomes unavailable, we will not substitute it without your instruction, and we will not charge you for it. Where we have already charged, we will refund that line in accordance with Section 12.
6. Allergens, ingredients, and reliance
6.1 THE LABEL AFFIXED TO THE GOOD AS SUPPLIED IS THE AUTHORITATIVE STATEMENT OF ITS INGREDIENTS, ALLERGENS, AND HANDLING REQUIREMENTS. YOU MUST READ IT BEFORE CONSUMPTION OR USE.
6.2 Listings on the Site are summary descriptions. They may lag a Maker's reformulation. You agree not to rely on a listing, a category, a filter, a search result, or any marketing description as a statement about the presence or absence of an allergen or ingredient where an allergy, intolerance, medical condition, pregnancy, medication interaction, or dietary or religious restriction is involved.
6.3 Many Goods are produced in small facilities that also handle nuts, peanuts, dairy, eggs, soy, wheat, sesame, fish and shellfish. Corda does not represent that any Good is free from cross-contact with any allergen. The omission of an ingredient from a listing is not a representation that the ingredient is absent.
6.4 Some Goods are unpasteurised, raw, fermented, cured, or live-cultured. Consuming raw or unpasteurised foods carries risk, particularly for children, older adults, pregnant people, and people who are immunocompromised.
6.5 If you have an allergy or a relevant medical condition, contact us before ordering. We will obtain and pass on the Maker's own written answer, or tell you that we were unable to obtain one. We do not answer such questions from our own inference.
6.6 Nothing on the Site is medical, nutritional, therapeutic or professional advice, and no Good is supplied for the treatment, prevention or diagnosis of any condition.
7. Storage, handling, and use after delivery
7.1 Risk in perishable Goods passes to you on delivery in accordance with Section 10.6 or Section 11.2. You are responsible for storing, refrigerating, preparing and consuming the Goods in accordance with the label and any accompanying guidance, and for doing so promptly.
7.2 Corda is not liable for deterioration, spoilage or contamination occurring after delivery has been completed, including where an Order left in accordance with your instruction under Section 10.5 was not promptly retrieved.
7.3 Durable Goods must be used for their ordinary purpose and in accordance with any care guidance supplied. Inspect before each use any Good intended to bear weight or to be stood upon, and discontinue use if it is worn, damaged, contaminated or altered.
8. Prices, promotions, and errors
8.1 The price applicable to an Order is the price displayed at checkout at the time the Order is submitted. Prices, delivery fees, availability and promotions are subject to change without notice and a change does not affect an Order already accepted.
8.2 Where a price or description is manifestly erroneous, we may decline or cancel the Order and refund you in full rather than supply on the erroneous terms. We will state the reason. This section does not permit us to reprice an Order we have accepted.
8.3 Member pricing is a benefit of a current Membership and ceases on its termination. Member pricing applied to an Order accepted before termination is not reversed.
8.4 Promotional codes and Credit may not be combined except where expressly stated, are not redeemable for cash except as provided in Section 13.3, and may not be resold or transferred.
8.5 Delivery and service charges applicable to an Order are those displayed at checkout before the Order is submitted. Any threshold at which a charge is waived is stated at checkout and on the Membership page.
9. Formation of the contract
9.1 Submission of an Order constitutes an offer by you to purchase on these Terms. No contract is formed until we send an Order confirmation. Payment authorisation, an acknowledgement of receipt, or a charge alone does not constitute acceptance.
9.2 We may decline an Order before confirmation, and may cancel a confirmed Order before delivery, where: payment cannot be taken or is subsequently reversed; the address cannot be served; supply fails; a safety, quality or recall concern arises; the quantity or pattern of ordering is inconsistent with personal consumption; we reasonably suspect fraud or breach of these Terms; or supply would be unlawful. On cancellation we refund in full.
9.3 You authorise Corda and its payment processor to charge the payment method you supply for the Order total, to obtain authorisations, and to conduct address verification, tax determination and fraud screening in connection with the transaction.
9.4 If you believe a charge is incorrect, contact us first under Section 25.1. We will resolve a well-founded billing complaint without requiring you to involve your card issuer. This Section does not limit any right you hold against your card issuer, and does not require you to contact us before exercising it.
10. Local delivery
10.1 Within our published local service area we deliver using our own delivery runs, in delivery windows selected by you at checkout.
10.2 Delivery windows are estimates made in good faith and are not of the essence. Traffic, weather, supply failure and route conditions may move a window. We will notify you of a material change to a window.
10.3 Delivery is performed by Couriers engaged by Corda. Couriers are bound by work rules that prohibit them from retaining your personal information, using it for any purpose other than the delivery, or contacting you after the delivery on any channel. Breach of those rules ends the engagement immediately.
10.4 At the point of delivery the Courier records proof of delivery consisting of a photograph of the package as left, a PIN supplied by the recipient, or the name of the recipient, together with the time. That record constitutes prima facie evidence of delivery for the purposes of Section 12 and of the Privacy Policy.
10.5 UNATTENDED DELIVERY IS AT YOUR RISK. Where you instruct us to leave an Order without a recipient present, title and risk pass to you upon the Courier recording proof of delivery in accordance with Section 10.4, and Corda is not liable for loss, theft, damage, deterioration or spoilage of the Order occurring after that moment. For perishable Goods you must nominate a shaded and temperature-appropriate location.
10.6 Where an Order is attended, risk passes on transfer of possession at the delivery address.
10.7 Where delivery cannot be completed and you have given no unattended-delivery instruction, the Order is returned to us. We will notify you. We will refund a perishable Order that could not be delivered rather than attempt redelivery.
10.8 The weekly cycle. Local Orders are placed against a delivery week. Each week opens for ordering and closes at a stated cutoff. Until the cutoff you may add to, amend, or cancel your Order for that week in full, without charge and without giving a reason, and any amount already taken is refunded. After the cutoff the Order is committed to the buying run and Section 12 governs.
10.9 Standing Orders. A Standing Order is a template for a recurring basket. IT IS NOT A SUBSCRIPTION AND IT DOES NOT AUTHORISE A FIXED RECURRING CHARGE. Each week the template produces an ordinary Order at that week's prices, which is then subject to Sections 8, 9 and 10 in the same way as any other Order.
10.10 Each Order produced by a Standing Order is created when the delivery week opens, not at the cutoff, so that you have the period described in Section 10.8 in which to review, amend, skip or cancel it. We notify you of its contents and its total before the cutoff.
10.11 Price ceiling. You may set a maximum unit price for any line in a Standing Order. WHERE THE PRICE OF THAT LINE IN A GIVEN WEEK EXCEEDS THE MAXIMUM YOU SET, THE LINE IS OMITTED FROM THAT WEEK'S ORDER AND YOU ARE TOLD WHY. IT IS NEVER PURCHASED ABOVE YOUR STATED MAXIMUM AND IT IS NEVER SUBSTITUTED WITH A DIFFERENT GOOD.
10.12 Where a Good in a Standing Order is not carried in a given week, that line is omitted from that week's Order and is not substituted. Section 5.7 applies.
10.13 You may pause or cancel a Standing Order at any time with effect from the next delivery week that has not yet closed. Cancellation is free and nothing further is owed.
10.14 A Standing Order reserves its delivery window before general ordering opens for that week.
11. Shipment outside the local service area
11.1 Non-perishable Goods are shipped to addresses in the 48 contiguous United States. We do not ship perishable Goods outside the local service area. Dispatch and transit estimates are not guarantees.
11.2 For shipped Goods, title and risk of loss pass to you when the carrier records the shipment as delivered, except to the extent applicable law provides otherwise.
12. Non-conformity, replacement and refund
12.1 Notify us within 7 days of delivery of an Order that any Good was missing, damaged, spoiled on arrival, or otherwise not as described, and we may remedy it under Section 12.3.
12.2 Where an Order was not delivered at all, no time limit applies. Notify us at any time.
12.3 On a valid notification you may elect either (a) Credit to your account, which is applied immediately and comes off your next Order, or (b) replacement of the Good on the next delivery run serving your address, subject to availability. The election between them is yours. Credit is the remedy under this Section, which governs a Good that reached you and was not as it should have been.
12.4 Section 12 does not apply to: a change of intention after the Order was accepted; a durable Good that has been opened and used, other than for non-conformity or defect; or deterioration falling within Section 7.2. Nor does it apply to an Order that was declined or cancelled before delivery, that could not be delivered, or whose performance was prevented: Sections 9.2, 10.7 and 23.2 govern those, and provide a refund rather than Credit.
12.5 NOTHING IN THIS AGREEMENT LIMITS, WAIVES OR DISCLAIMS ANY RIGHT OR REMEDY AVAILABLE TO YOU UNDER THE TEXAS DECEPTIVE TRADE PRACTICES–CONSUMER PROTECTION ACT OR UNDER ANY OTHER CONSUMER PROTECTION STATUTE, TO THE EXTENT THAT RIGHT OR REMEDY CANNOT LAWFULLY BE WAIVED.
12.6 You agree to cooperate reasonably with any product safety investigation, withdrawal or recall, including by ceasing use, retaining the Good and its packaging where we ask you to, and providing the lot information on the label.
13. Credit
13.1 Credit may arise under Section 12.3 or under the referral programme in Section 16. Credit is recorded against your account and is applied automatically to your next Order.
13.2 Credit is not legal tender, carries no cash value, bears no interest, and is not transferable, assignable or redeemable for money except under Section 13.3. Credit is not a gift card, a stored-value instrument, or a general-use prepaid instrument, and is not sold to you.
13.3 Where an Order is refunded under Section 9.2, 10.7 or 23.2 you receive money and not Credit. Where we terminate your account other than for cause under Section 4.3, we will pay out any Credit that arose from money you actually paid us.
13.4 We may reverse Credit that was issued in error, issued in respect of an Order subsequently refunded or charged back, or obtained in breach of Section 16.2.
13.5 Credit does not expire while your account remains active. Where an account has had no Order and no sign-in for 24 consecutive months, we may expire Credit that did not arise from money you paid us, having first given you at least 30 days' notice by email to your registered address. Credit arising from money you paid us is not expired under this section.
14. Membership: what it is
14.1 Membership is a recurring monthly subscription conferring the benefits described on the Membership page of the Site, which at the date of this version comprise delivery at no charge on qualifying Orders above the stated threshold, invitations to Member events, partner offers, and early access to releases.
14.2 Benefits may be varied. We will give notice before withdrawing a material benefit, and you may cancel under Section 15.2 without penalty.
14.3 Membership is personal to you, is limited to one household, and is not transferable.
15. Membership renews automatically until you cancel
15.1 MEMBERSHIP RENEWS AUTOMATICALLY. Unless and until you cancel, your Membership will renew every month and we will charge the payment method on file the then-current monthly fee, which at the date of this version is $19.99 per month, on the same day of each month. There is no minimum term and no cancellation fee.
15.2 HOW TO CANCEL. You may cancel at any time, without contacting us, from the account page on the Site, in a single step. Cancellation stops all future charges. Your Membership and its benefits continue until the end of the billing period you have already paid for, and the fee for that period is not refunded in part. Cancellation does not affect Credit you have already earned or any Order already accepted.
15.3 FAILED PAYMENT. Where a renewal charge fails we will re-attempt it and notify you. Where it continues to fail we will terminate the Membership rather than accrue a debt against your account.
15.4 PRICE CHANGES. We may change the fee. We will give you at least 30 days' notice before a change takes effect, the new fee will apply only to renewals occurring after that notice period, and you may cancel under Section 15.2 at any time before it takes effect.
15.5 Your authorisation under Section 15.1 is a continuing authority to charge the payment method on file, and remains in force until cancelled under Section 15.2 or terminated under Section 15.3.
16. Referral programme
16.1 Where you refer a person who is not an existing customer and that person places and receives a qualifying first Order, each of you receives Credit in the amounts stated on the referral page of the Site. Your Credit arises on fulfilment of the referred Order.
16.2 The referral programme is for genuine referrals between individuals known to each other. The following are ineligible and Credit obtained through them is void and reversible under Section 13.4: self-referral; referral to an additional account controlled by you; referral within a household you already share; distribution of a referral link to persons unknown to you, including by bulk posting, mass messaging, or automated means; posting a referral link to a coupon, deal or aggregation site; and purchasing advertising against the Corda name or its marks.
16.3 We may vary or discontinue the referral programme at any time. Credit already validly earned is unaffected.
17. Events
17.1 Places at Member events are limited and are allocated at our discretion. Events frequently involve the service of food in domestic or small-scale premises.
17.2 A DOMESTIC OR SMALL-SCALE KITCHEN CANNOT BE REPRESENTED AS AN ALLERGEN-CONTROLLED ENVIRONMENT. Section 6 applies to food served at events. Notify us of any dietary requirement at the time of booking.
17.3 We may reschedule or cancel an event and will give as much notice as is practicable. Attendance is at your own risk. You are responsible for your own conduct, for your own transport, and for compliance with any rules of the venue.
18. Descriptions, sourcing claims, and user content
18.1 We describe the Goods and their provenance as accurately as we are able, and we will produce the basis for a sourcing claim on request. Statements regarding origin, materials, ingredients, method of production, plastic content or environmental attributes are made as at the date of publication, in the context in which they appear, and on the evidence then available. They are not warranties that the stated attribute holds for every unit, batch, or purpose.
18.2 General marketing language is not a representation that a Good is fit for any particular medical, therapeutic, commercial, industrial or specialised application.
18.3 Where you submit a review, photograph, message, testimonial or suggestion ("User Content") you retain ownership and grant Corda a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable licence to use, reproduce, adapt, edit, publish and display it in connection with our business, including in marketing. You represent that you hold the rights necessary to grant that licence and that any identifiable person depicted has consented.
18.4 User Content must be honest and must relate to a Good you received. We may remove User Content that is unlawful, defamatory, abusive towards a Maker, Courier or member of our personnel, or submitted to manipulate a rating. We will not remove User Content solely because it is unfavourable.
19. Restrictions
19.1 The Goods are supplied for personal or household consumption. You may not resell them in the course of a business without our prior written agreement.
19.2 You may not: interfere with the Site or circumvent its security; access it by automated means to extract the catalogue, pricing or Maker list; misrepresent your identity; use the Site in furtherance of fraud or any unlawful purpose; or abuse a Courier or a member of our personnel.
19.3 The Site, its software, its photography, its copy, the Corda name, and the Corda marks are owned by Corda or its licensors. No licence is granted except the limited, revocable, non-exclusive right to access and use the Site for the purposes contemplated by these Terms.
20. DISCLAIMER OF WARRANTIES
20.1 EXCEPT FOR A WRITTEN LIMITED WARRANTY THAT WE EXPRESSLY GIVE IN RESPECT OF A SPECIFIC GOOD, AND EXCEPT AS PROVIDED IN SECTION 12 AND SECTION 12.5, THE SITE AND THE GOODS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
20.2 TO THE FULLEST EXTENT PERMITTED BY LAW, CORDA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION.
20.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CORDA OR THROUGH THE SITE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. A REFUND, REPLACEMENT, CREDIT, INSPECTION OR OTHER ACCOMMODATION EXTENDED TO YOU CREATES NO WARRANTY AND IS NOT AN ADMISSION OF FAULT OR LIABILITY.
20.4 SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES. WHERE AND TO THE EXTENT THAT IS SO, THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED AND NO FURTHER, AND ANY IMPLIED WARRANTY THAT CANNOT BE EXCLUDED IS LIMITED IN DURATION TO THE SHORTEST PERIOD PERMITTED BY LAW.
21. LIMITATION OF LIABILITY
21.1 TO THE FULLEST EXTENT PERMITTED BY LAW, CORDA, ITS MEMBERS, MANAGERS, OFFICERS, PERSONNEL, MAKERS AND COURIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS, ARISING OUT OF OR RELATING TO THE SITE, ANY GOOD, ANY ORDER, ANY DELIVERY, ANY MEMBERSHIP, OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR OTHERWISE, AND WHETHER OR NOT CORDA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF CORDA AND OF EVERY PERSON NAMED IN SECTION 22.1 FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, A GOOD, AN ORDER, A DELIVERY, A MEMBERSHIP OR THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CORDA FOR THE ORDER GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED DOLLARS ($100).
21.3 THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE PRICES CHARGED REFLECT THEM.
21.4 NOTHING IN THIS SECTION EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, AND INCLUDING ANY LIABILITY UNDER THE TEXAS DECEPTIVE TRADE PRACTICES–CONSUMER PROTECTION ACT THAT CANNOT LAWFULLY BE WAIVED. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; WHERE THAT IS SO, THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED AND NO FURTHER.
22. INDEMNITY
22.1 TO THE FULLEST EXTENT PERMITTED BY LAW, YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CORDA, ITS MEMBERS, MANAGERS, OFFICERS, PERSONNEL, MAKERS AND COURIERS FROM AND AGAINST ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, DAMAGES, JUDGMENTS, SETTLEMENTS, PENALTIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR RELATING TO: YOUR BREACH OF THIS AGREEMENT; YOUR MISUSE, MISHANDLING, ONWARD SUPPLY OR RESALE OF ANY GOOD; YOUR VIOLATION OF ANY LAW OR OF THE RIGHTS OF ANY THIRD PARTY; YOUR USER CONTENT; OR ANY ITEM YOU SEND US UNDER SECTION 17.
22.2 THIS INDEMNITY EXPRESSLY EXTENDS TO CLAIMS ARISING IN WHOLE OR IN PART FROM THE ORDINARY NEGLIGENCE OF AN INDEMNIFIED PERSON. THE PARTIES INTEND THIS PROVISION TO SATISFY THE EXPRESS NEGLIGENCE DOCTRINE AND THE CONSPICUOUSNESS REQUIREMENT UNDER TEXAS LAW. THIS INDEMNITY DOES NOT EXTEND TO THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF AN INDEMNIFIED PERSON.
22.3 We may assume control of the defence and settlement of any matter subject to indemnity. You shall cooperate and shall not settle any matter in a manner imposing an obligation on an indemnified person without our prior written consent.
22.4 Nothing in this Section affects any right of contribution or indemnity Corda holds against a Maker in respect of a Good supplied by that Maker.
23. Force majeure
23.1 Corda is not liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, severe weather, flood, fire, freeze, drought, crop failure, epidemic, public health measure, act of government, labour dispute, civil disturbance, failure of utilities or telecommunications, failure of a payment network, or failure or shortage of supply by a Maker or carrier.
23.2 Where such an event prevents delivery of an accepted Order, we will notify you and refund the affected Order in full. That refund is your sole remedy under this Section.
24. Communications
24.1 Transactional communications relating to your Orders, deliveries, account and Membership are necessary to the performance of this agreement and are not marketing. You may not opt out of them while an Order or Membership remains active.
24.2 Marketing email requires your consent and every marketing email carries a functioning unsubscribe mechanism, which we will honour promptly.
24.3 Where you provide a mobile number and give express consent, we may send you text messages concerning delivery or marketing, as consented. Message and data rates may apply. Message frequency varies. Reply STOP to cease and HELP for assistance. CONSENT TO RECEIVE MARKETING TEXT MESSAGES IS NOT A CONDITION OF ANY PURCHASE.
24.4 Notices to you may be given by email to your registered address, and are deemed given on transmission. Notices to us must be given under Section 29.4.
25. Informal resolution required before proceedings
25.1 Before commencing arbitration or any proceeding, the party asserting a dispute shall give written notice to the other describing the claim, the relief sought, and the Order concerned. Notice to Corda shall be given under Section 29.4. Notice to you shall be given under Section 24.4.
25.2 The parties shall attempt in good faith to resolve the dispute for a period of at least 30 days following that notice. Any applicable limitation period is tolled during that period to the extent permitted by law.
25.3 Compliance with this Section is a condition precedent to commencing arbitration. Either party may seek an order from a court or the arbitrator compelling compliance, and an arbitration provider shall not assess or collect a filing fee against a party until this Section is satisfied.
26. ARBITRATION AND CLASS ACTION WAIVER
26.1 SCOPE. Except as provided in Section 26.5, you and Corda agree that any dispute, claim or controversy arising out of or relating to the Site, a Good, an Order, a delivery, a Membership, Credit, marketing, privacy, or this agreement, including its formation, breach, termination, enforceability or scope, shall be resolved exclusively by BINDING INDIVIDUAL ARBITRATION and not in a court, and not before a jury.
26.2 GOVERNING ACT AND RULES. This Section evidences a transaction in interstate commerce and the Federal Arbitration Act governs its interpretation and enforcement. Arbitration shall be administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect, or, if the AAA is unwilling or unable to administer, by another established neutral provider agreed by the parties or appointed by a court. Arbitration may be conducted by written submission, telephone or video, or in person at a location in Travis County, Texas or a location reasonably convenient to you.
26.3 AUTHORITY OF THE ARBITRATOR. The arbitrator shall decide all issues of arbitrability, scope, validity and enforceability, EXCEPT that a court of competent jurisdiction shall decide any dispute concerning the enforceability of Section 26.4. The arbitrator may award only such individual relief as would be available in a court to the individual party seeking it, and may not award relief to or against any person who is not a party to that arbitration.
26.4 CLASS ACTION WAIVER AND COORDINATED FILINGS. YOU AND CORDA EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE PROCEEDING, OR TO ACT AS A PRIVATE ATTORNEY GENERAL, WHETHER IN ARBITRATION OR IN COURT. THE ARBITRATOR MAY NOT CONSOLIDATE OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. Where 25 or more demands for arbitration raising substantially similar claims are filed by or with the assistance of the same counsel or coordinated group, the parties agree that those demands shall be administered in sequential batches of no more than 50, that each batch shall be resolved before the next is filed or fees for the next are assessed, that a single arbitrator shall be appointed for each batch, and that the parties shall attempt mediation of the remaining demands following the resolution of the first batch. If this Section 26.4 is held unenforceable as to a particular claim or request for relief, that claim or request shall be severed and heard in a court of competent jurisdiction, and all remaining claims shall proceed in arbitration.
26.5 EXCEPTIONS. This Section does not apply to: (a) a claim brought in small claims court that remains in that court and is brought on an individual basis; or (b) an application for temporary or preliminary injunctive relief concerning intellectual property, unauthorised access to the Site, or personal safety, which either party may bring in a court of competent jurisdiction without waiving arbitration of any other claim.
26.6 YOUR RIGHT TO REJECT ARBITRATION. You may reject this Section 26 by sending an email to [email protected] within 30 days of your first acceptance of these Terms, stating your name, the email address on your account, and that you reject arbitration. That is the only requirement. Rejection is free, has no effect on your account, your Membership, your Credit or your pricing, and does not affect any other provision of this agreement. If you reject, Section 27 governs and the jury waiver in Section 26.7 does not apply to you.
26.7 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY MATTER NOT SUBJECT TO ARBITRATION UNDER THIS SECTION.
26.8 SURVIVAL. This Section survives termination of this agreement, closure of your account, and termination of your Membership.
27. Governing law and forum
27.1 This agreement and any dispute arising out of it are governed by the laws of the State of Texas, without regard to its conflict of laws principles, save that the Federal Arbitration Act governs Section 26. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
27.2 For any matter not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts sitting in Travis County, Texas, and waive any objection to venue or forum non conveniens, except where applicable consumer protection law confers on you a non-waivable right to a different forum.
28. Amendment, term and termination
28.1 We may amend these Terms. An amended version takes effect on publication and applies to your subsequent use of the Site and to Orders accepted after that date. An amendment does not apply retrospectively to an Order already accepted.
28.2 We will give at least 30 days' notice by email of an amendment that materially alters Section 15, Section 21 or Section 26. Your continued use of the Site or continuation of your Membership after that period constitutes acceptance. If you do not accept, you may cancel your Membership under Section 15.2 and close your account.
28.3 You may close your account at any time. We may terminate this agreement or your access on notice, and immediately in the circumstances described in Section 4.3.
28.4 Sections 1, 2.4, 5.6, 6, 7.2, 12.5, 13.2, 18.3, 19.3, and 20 through 29 survive termination.
28.5 Neither party's failure to enforce a provision is a waiver of it, and no waiver is effective unless in writing.
28.6 To the fullest extent permitted by law, any claim arising out of or relating to this agreement or to a Good must be commenced within one year after the cause of action accrues, failing which it is permanently barred. Where applicable law prescribes a minimum period that cannot be shortened, that minimum applies instead.
29. General
29.1 You may not assign or transfer this agreement or any right under it. We may assign it, in whole or in part, to an affiliate or in connection with a merger, reorganisation, financing or sale of all or substantially all of our assets.
29.2 If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remainder of this agreement shall continue in full force.
29.3 This agreement, together with the Privacy Policy and any written terms we agree with you in respect of a specific Order, constitutes the entire agreement between the parties in respect of the Site and supersedes all prior understandings. Nothing in this Section limits liability for fraudulent misrepresentation.
29.4 Notices to Corda shall be sent to [email protected] and, where a provision requires written notice, additionally by mail to Corda Yoga LLC at its registered address in Austin, Texas as shown in the records of the Texas Secretary of State.
29.5 Nothing in this agreement creates a partnership, joint venture, employment or agency relationship between the parties.