TERMS AND CONDITIONS

Purchase Terms

Users may request a quote for a specific order through the website on alasaw.com/pages/alasaw. Unless noted otherwise prices may not include complete shipping charges, in-transit insurance, sales or other applicable taxes, duties, storage charges, local delivery, and/or installation. We refer to customers who place orders as “Buyers” or “Customers.”

Right to Accept or Reject Order

AlaSaw has the right, in its sole discretion, to accept or reject any order. AlaSaw may accept any order by confirming the order, collecting a deposit for such order and/or sending an invoice to Buyer. No order is binding on AlaSaw unless accepted by AlaSaw as provided in these Terms. For the avoidance of any doubt, in the event of a conflict between the terms and specifications of a submitted order, these Terms or the terms on the invoice shall control.

Changes to Order

AlaSaw reserves the right to agree to or decline any requested changes by Buyer to any order. If AlaSaw agrees to make changes, the pricing of the goods ordered will be adjusted according to our pricing in place at the time the changes are requested. Approved changes to an order may be subject, in addition to an increase in the price of the goods, to change, cancellation or re-stocking fees. Please note that changes to an order may require adjustment to the quoted lead time.

Payment

After a quote and rough drawing are approved, a 50% deposit is required to reserve a place for your project on the schedule, initiate final shop drawings and start production on made-to-order items. The balance is required for pick-up by customer or delivery by a service. We accept cash, checks and credit cards. All invoices are COD, unless other arrangements are made. In the case of terms granted, late invoices will accumulate 1% interest per month. for any invoices not paid within thirty (30) days from the date such payment is due. AlaSaw also reserves the right to recover any and all collection costs for late or unpaid invoices, including its reasonable attorneys’ fees and expenses. Purchase orders are considered an actual order. All cancellations must be received in writing within 7 days of purchase or are subject to a 20% cancellation fee.

Remedies Upon Default

If Buyer fails to make payment in accordance with the terms herein or otherwise fails to comply with any provision hereof, AlaSaw may, at its option, cancel any unshipped portion of an order, retain the goods and declare a forfeiture of the deposit as liquidated damages. AlaSaw shall also (in addition to other remedies available) have the right to appropriate and sell the goods and apply the amounts collected to any payment due to AlaSaw, and/or the payment of any expenses and costs to exercise AlaSaw's rights hereunder, as AlaSaw shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid orders.

Sales Tax

If applicable, we collect sales tax from buyers in Alabama. We accept valid sales tax licenses.

Lead Time

Lead Time on studio orders is generally 8-12 weeks, plus shipping time. Ship dates are estimated and not guaranteed.

Appearance Variability

Every product Alasaw delivers is made from urban timber, whether it’s from your tree or our inventory. You will have a hard time finding any wood which comes close to matching Alasaw’s uniqueness, character and overall quality. You should not expect your furniture to show the uniformity of man-made materials or even farmed wood. Alasaw furniture is handmade and therefore may have slight variances in overall dimensions. Over time, the finish will change, and wood may move. This is a natural characteristic of wood. Wood is a natural material, inherently inconsistent and affected by its environment. Urban timber offers even more character and with that, variability. The appearance of the end product may vary from samples. No guarantee is made to the exact color, appearance or final finish to wood. Wood may contain mineral deposits, pin holes, knots, color differences, unusual grain patterns, contrasting heart and sapwood, etc. Features vary from tree to tree and slab to slab.

Finish

We use hand-applied, oil finishes. They are non-toxic, bring out depth and color, and condition the wood. It takes the finish up to one year for an oil finish to fully cure. Surfaces finishes are optional.

Care

No finish can withstand prolonged exposure to water, food, sun or other substances. All spills on the wood must be removed immediately with a dry cloth. Oil finishes can be wiped clean with a damp rag and refreshed with beeswax. You can help protect your furniture by not placing furniture in direct sunlight and avoiding extreme temperatures, harsh cleaners, candle wax, oils or ink. AlaSaw does not cover damages or defects caused by use of chemical treatments, cleaning products or protective coatings applied by the Buyer. Any such chemical treatments, cleaning products or protective coatings void all warranties of AlaSaw.

Delivery

Freight/delivery fees will be the sole responsibility of the customer, dealer or designer. Our primary shipping method is “Blanket-Wrap”. All orders are shipped “Freight Collect”, which means that AlaSaw’s responsibility for loss or damage in transit ceases upon release of merchandise in good order to the transportation company. This means that delivery of the goods to a carrier for delivery to Buyer shall be deemed to constitute delivery to Buyer and thereupon title to such goods, and risk of loss or damage, shall be Buyer’s. Buyer shall inspect the goods upon delivery and notify AlaSaw within twenty-four (24) hours of receipt if any goods are damaged or incomplete. Buyer will be deemed to have accepted the goods unless Buyer notifies AlaSaw in writing of any damaged or incomplete good during the 24-hour inspection period and furnishes such written evidence or other documentation as required by AlaSaw. After the inspection period, all goods will be deemed accepted, except as such notice in writing has been timely given. Acceptance by Buyer and/or its agent of any goods shall constitute a waiver by Buyer of any default of claims for damages on account of such goods. BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION ARE BUYER’S EXCLUSIVE REMEDIES FOR THE DELIVERY OF DAMAGED OR INCOMPLETE GOODS WHICH BUYER HAS ACCEPTED DELIVERY. Merchandise that is refused at the time delivery, will be returned to Alasaw for inspection to determine freight or manufacturing damage. Alasaw is not liable for delays or failure to ship goods due to any causes beyond our control. The customer is responsible for knowing that the site will permit normal delivery.

Size

In no event shall a mistake in size or fit of the goods, due to Buyer error, result in invalidation of any order or require any refund.

10-Year Warranty

Any furniture manufactured by Alasaw is covered under a manufacturer’s 10 Year Limited Warranty, extending for 10 years from the date of final payment or delivery. Alasaw will in its sole discretion determine the appropriate repair process and pay reasonable and customary labor rates to repair or replace the defective parts and shipping costs from Buyer to Alasaw, or a repair center designated by Alasaw. If the proposal by Alasaw is not accepted by the Buyer, the Buyer will be responsible for all repairs costs and the warranty becomes void. After 10 years from the date of purchase, the original Buyer will be responsible for labor, packing, and all shipping and transportation costs.

Limitations and Exceptions to Warranty

This Limited Warranty provides coverage to the original Buyer only. It does not apply to merchandise that was, at any time, used as a floor sample or display model, any merchandise purchased “as is” or second- hand, any merchandise purchased at a distress sale or a going-out-of-business sale, or any merchandise purchased from a liquidator, or used as rental furniture or in a rental or hospitality space. All warranties, whether express or implied, cover only normal usage. No warranty, express or implied, applies to any condition resulting from misuse, abuse, delivery or transportation damage, nor any condition resulting from incorrect or inadequate maintenance, cleaning or care. Warranty is null and void if furniture has been moved from Buyer’s original point of delivery or altered by any person, dealer, or company in any way. Alasaw does not provide any warranty with regard to Customer’s Own Material (COM/COL), including their logs converted into urban timber and other customer-supplied items. Alasaw shall not be liable under any extended or additional warranties offered by any retailer or through a third-party. EXCEPT AS PROVIDED IN THESE TERMS, ANY AND ALL GOODS AND/OR SERVICES FROM ALASAW ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Liability

IN NO EVENT WILL ALASAW, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH BUYER’S HANDLING, USE OR ANY OTHER CAUSE WITH RESPECT TO ANY GOODS OR SERVICES OR ITEMS OBTAINED THROUGH ALASAW, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. FURTHER, IN NO EVENT SHALL ALASAW, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY DAMAGES OR OTHER AMOUNTS FOR ANY REASON WHATSOEVER IN EXCESS OF THE PURCHASE PRICE OF THE GOODS ORDERED BY BUYER OR ITS AGENT. ANY CLAIM BY BUYER OR ITS AGENT WITH REFERENCE TO ANY GOODS SOLD SHALL BE DEEMED WAIVED BY BUYER AND/OR ITS AGENT UNLESS SUBMITTED TO ALASAW, AS APPLICABLE, IN WRITING, WITHIN THIRTY (30) DAYS FROM THE DATE BUYER AND/OR ITS AGENT DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.

Safety

It is up to the customer to secure furniture as needed. Alasaw is not responsible if the customer does not use fasteners as code or safety sense requires.

Indemnification

Buyer shall defend, indemnify and hold harmless AlaSaw and its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees, (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the Buyer's use of the goods; Buyer's negligence, willful misconduct or breach of the Terms; or arising out of or relating to Buyer’s violation of these Terms.

Waiver and Severability

No waiver by AlaSaw of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of AlaSaw to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Force Majeure

AlaSaw shall not be liable for any delays in, inability to complete, or other default in any order for any reason or cause beyond AlaSaw’s reasonable control, including but not limited to (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) AlaSaw inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving AlaSaw, a manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in AlaSaw’s performance due, in whole or in part, to any cause beyond AlaSaw’s reasonable control, AlaSaw shall have such additional time for performance as may be reasonably necessary under the circumstances. Buyer's acceptance of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.

Governing Law and Jurisdiction

All matters arising out of or relating to an order or these Terms shall be governed by and construed in accordance with the laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Alabama. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. All disputes shall be filed with the American Arbitration Association (AAA) in Birmingham, Alabama and governed by the rules of the AAA. All decisions made in the arbitration shall be binding and an entry of judgment shall be deemed to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction. Attorney fees and related costs shall be awarded to the prevailing party.

Changes to the Terms

AlaSaw may revise and update these Terms from time-to-time in our sole discretion and without prior notice. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Entire Agreement

The Terms constitute the sole and entire agreement between you and AlaSaw with respect to the purchase of goods/services from AlaSaw and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Last Modified: September 2019

Right to Accept or Reject Order

AlaSaw has the right, in its sole discretion, to accept or reject any order. AlaSaw may accept any order by confirming the order, collecting a deposit for such order and/or sending an invoice to Buyer. No order is binding on AlaSaw unless accepted by AlaSaw as provided in these Terms. For the avoidance of any doubt, in the event of a conflict between the terms and specifications of a submitted order, these Terms or the terms on the invoice shall control.

Changes to Order

AlaSaw reserves the right to agree to or decline any requested changes by Buyer to any order. If AlaSaw agrees to make changes, the pricing of the goods ordered will be adjusted according to our pricing in place at the time the changes are requested. Approved changes to an order may be subject, in addition to an increase in the price of the goods, to change, cancellation or re-stocking fees. Please note that changes to an order may require adjustment to the quoted lead time.

Lead Time

We try to give accurate timeframes at the estimate stage. However, lumber dries as nature allows and kiln schedules may affect timelines. Orders may not be cancelled, nor deposits refunded, due to timing for wood to dry. For hardwoods, allow about 12-18 months from the felling of the tree to the finished product.

Storage / Delays

Delays to milling a fallen log can be a detriment to wood quality, and create space issues. Logs that remain uncut longer than 20 working days as a result of awaiting direction or communication from the customer will be become the property of AlaSaw. Payment for milling is required before we can cut your wood. There is no charge for a kiln schedule or the naturally slow speed of drying causing a delay. Wood that has been milled and dried and is left without direction from the buyer for 90 days or longer will become the property of AlaSaw, regardless whether the wood has been paid for or not by the buyer.

Installation / On Site

We do not install products or finish wood on site.

Quality and Variability

We explain the characteristics of the wood as we understand them, but you decide how and where to use it. Urban timber is milled and sold as-is, with no warranties express or implied to the fitness of the products for a particular use or location. Samples, photos and sources of information may be provided to help you, but AlaSaw may not capture all potential implications. AlaSaw can estimate likely yield or waste factors from our processing and in your application, but we cannot guarantee such factors with precision. In the case of a short yield, we can supplement a short yield with our inventory at comparable cost, plus the price of the wood. Wood is a natural material. It is inherently inconsistent and affected by its environment. Urban timber offers even more character, and with that, variability. The appearance of the end product may vary from the examples shown. No representation, warranty and/or guarantee is made to the exact color, appearance or final finish to the wood. Wood may contain mineral deposits, pin holes, knots, color differences, unusual grain wood patterns, contrasting heart and sapwood, etc. Features vary from tree to tree and slab to slab.

Delivery

Freight/delivery fees will be the sole responsibility of the Buyer, dealer or designer. Our primary shipping method is “Blanket-Wrap”. All orders are shipped “Freight Collect”, which means that AlaSaw’s responsibility for loss or damage in transit ceases upon release of merchandise in good order to the transportation company. This means that delivery of the goods to a carrier for delivery to Buyer shall be deemed to constitute delivery to Buyer and thereupon title to such goods, and risk of loss or damage, shall be Buyer’s. Buyer shall inspect the goods upon delivery and notify AlaSaw within twenty-four (24) hours of receipt if any goods are damaged or incomplete. Buyer will be deemed to have accepted the goods unless Buyer notifies AlaSaw in writing of any damaged or incomplete good during the 24-hour inspection period and furnishes such written evidence or other documentation as required by AlaSaw. After the inspection period, all goods will be deemed accepted, except as such notice in writing has been timely given. Acceptance by Buyer and/or its agent of any goods shall constitute a waiver by Buyer of any default of claims for damages on account of such goods. BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION ARE BUYER’S EXCLUSIVE REMEDIES FOR THE DELIVERY OF DAMAGED OR INCOMPLETE GOODS WHICH BUYER HAS ACCEPTED DELIVERY. Merchandise that is refused at the time delivery will be returned to AlaSaw for inspection to determine freight or manufacturing damage. AlaSaw is not liable for delays or failure to ship goods due to any causes beyond our control. The customer is responsible for knowing that the site will permit normal delivery.

LEED

You may qualify for credits. Ask your LEED AP.

Returns

Anything customized products, i.e., cut to specific dimensions, cannot be returned or cancelled, including a customer’s tree. Customer wood that has been milled and dried is not returnable or refundable. Purchases directly from our inventory have a 10-day period for returns, as long as they are in exact purchase condition. Returns are at the customer’s expense and must be insured for the full purchase value. Once we receive the returned items and verify that it has not been damaged or altered, a 20% re-stocking fee will be charged. Credits or refunds will be issued to the customer to whom AlaSaw sold the product. AlaSaw has no contractual relationship with or obligation to any other parties.

Payment

To start work, we will bill for the estimated milling cost, based on the Doyle Scale projected yield of the tree. Depending on the scope, an additional billing may be requested to kiln dry the lumber into architectural elements or furniture. The balance is required for pick-up by customer (or delivery service) of completed project. We accept cash, checks and credit cards. All invoices are COD, unless other arrangements are made. If terms are granted, late or unpaid invoices will accumulate 1% interest per month for any invoices not paid within thirty (30) days from the date such payment is due. AlaSaw also reserves the right to recover any and all collection costs for late or unpaid invoices, including its reasonable attorneys’ fees and expenses.

Remedies Upon Default

If Buyer fails to make payment in accordance with the terms herein or otherwise fails to comply with any provision hereof, AlaSaw may, at its option, cancel any unshipped portion of an order, retain the goods and declare a forfeiture of the deposit as liquidated damages. AlaSaw shall also (in addition to other remedies available) have the right to appropriate and sell the goods and apply the amounts collected to any payment due to AlaSaw, and/or the payment of any expenses and costs to exercise AlaSaw's rights hereunder, as AlaSaw shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid orders.

Sales Tax

If applicable, we collect sales tax from buyers in Alabama. We accept valid sales tax licenses.

Disclaimer of Warranties

EXCEPT AS PROVIDED IN THESE TERMS, ANY AND ALL GOODS AND/OR SERVICES FROM ALASAW ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Liability

AlaSaw accepts no liability or responsibility for mold/fungus issues which arise after your receipt of urban timber. AlaSaw accepts no liability or responsibility for damage, injury or harm to people and/or property resulting from the processing or use of AlaSaw lumber. IN NO EVENT WILL ALASAW, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH BUYER’S HANDLING, USE OR ANY OTHER CAUSE WITH RESPECT TO ANY GOODS OR SERVICES OR ITEMS OBTAINED THROUGH ALASAW, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. FURTHER, IN NO EVENT SHALL ALASAW, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY DAMAGES OR OTHER AMOUNTS FOR ANY REASON WHATSOEVER IN EXCESS OF THE PURCHASE PRICE OF THE GOODS ORDERED BY BUYER OR ITS AGENT. ANY CLAIM BY BUYER OR ITS AGENT WITH REFERENCE TO ANY GOODS SOLD SHALL BE DEEMED WAIVED BY BUYER AND/OR ITS AGENT UNLESS SUBMITTED TO ALASAW, AS APPLICABLE, IN WRITING, WITHIN THIRTY (30) DAYS FROM THE DATE BUYER AND/OR ITS AGENT DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.

Indemnification

Buyer shall defend, indemnify and hold harmless AlaSaw and its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees, (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the Buyer's use of the goods; Buyer's negligence, willful misconduct or breach of the Terms; or arising out of or relating to Buyer’s violation of these Terms.

Waiver and Severability

No waiver by AlaSaw of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of AlaSaw to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Force Majeure

AlaSaw shall not be liable for any delays in, inability to complete, or other default in any order for any reason or cause beyond AlaSaw’s reasonable control, including but not limited to (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) AlaSaw inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving AlaSaw, a manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in AlaSaw’s performance due, in whole or in part, to any cause beyond AlaSaw’s reasonable control, AlaSaw shall have such additional time for performance as may be reasonably necessary under the circumstances. Buyer's acceptance of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.

Governing Law and Jurisdiction

All matters arising out of or relating to an order or these Terms shall be governed by and construed in accordance with the laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Alabama. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. All disputes shall be filed with the American Arbitration Association (AAA) in Birmingham, Alabama and governed by the rules of the AAA. All decisions made in the arbitration shall be binding and an entry of judgment shall be deemed to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction. Attorney fees and related costs shall be awarded to the prevailing party.

Changes to the Terms

AlaSaw may revise and update these Terms from time-to-time in our sole discretion and without prior notice. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Entire Agreement

The Terms constitute the sole and entire agreement between you and AlaSaw with respect to the purchase of goods/services from AlaSaw and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Last Modified: September 2019

AlaSaw is pleased to offer you access to and use of www. alasaw.com and any related sub-domains, including any content, functionality, websites, and applications offered by AlaSaw (collectively, the “Website”). Please take a moment to review our Terms & Conditions (the “Terms”). Your use of this website constitutes your agreement to follow these rules and to be bound by them. If you do not agree with our Terms, do not use the Website. The purchase of any and all goods and/or services from AlaSaw are subject to the TREE CONCIERGE TERMS & CONDITIONS and STUDIO TERMS & CONDITIONS, as applicable. Continued Operation, Accessibility, and Maintenance of this Website

AlaSaw may modify, change, suspend, terminate or discontinue the operation of this Website or the provision of any services without notice and reserves the right to refuse service to anyone at any time, with or without cause.

Disclaimer of Warranties

EXCEPT AS PROVIDED IN THESE TERMS, THIS WEBSITE, AND ALL OF ITS CONTENTS AND SERVICES OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ALASAW NOR ANY PERSON ASSOCIATED WITH ALASAW MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER ALASAW NOR ANYONE ASSOCIATED WITH ALASAW REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ALASAW HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Liability

IN NO EVENT WILL ALASAW, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH (A) YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR (B) YOUR HANDLING, USE OR ANY OTHER CAUSE WITH RESPECT TO ANY GOODS OR SERVICES OR ITEMS OBTAINED THROUGH ALASAW, THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. FURTHER, IN NO EVENT SHALL ALASAW, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY DAMAGES OR OTHER AMOUNTS FOR ANY REASON WHATSOEVER IN EXCESS OF THE PRICE OF THE GOODS ORDERED BY BUYER OR ITS AGENT. ANY CLAIM BY BUYER OR ITS AGENT WITH REFERENCE TO ANY GOODS SOLD SHALL BE DEEMED WAIVED BY BUYER AND/OR ITS AGENT UNLESS SUBMITTED TO ALASAW, AS APPLICABLE, IN WRITING, WITHIN THIRTY (30) DAYS FROM THE DATE BUYER AND/OR ITS AGENT DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.

Indemnification

Buyer shall defend, indemnify and hold harmless AlaSaw and its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees, (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the Buyer's use of the Website; Buyer's negligence, willful misconduct or breach of the Terms; or arising out of or relating to Buyer’s violation of these Terms.

Prohibited Uses

In connection with your use of the Website, you will not:
(a) breach these Terms;
(b) violate any applicable federal, state, local or international law or regulation;
(c) violate the legal rights (including the rights of publicity and privacy) of others or contain any
material that could give rise to any civil or criminal liability under applicable laws or
regulations or that otherwise may be in conflict with these Terms and our Privacy Policy,
www.alasaw.com/privacy;
(d) infringe AlaSaw’s, or any third party's copyright, patent, trademark, trade secret
or other intellectual property rights, or rights of publicity or privacy;
(e) act in a manner that is defamatory, trade libelous, threatening or harassing;
(f) provide false, inaccurate or misleading information;
(g) impersonate any person, or misrepresent your identity or affiliation with any person or
organization or in any way that is likely to deceive any person;
(h) use an anonymizing proxy;
(i) upload, post, use or otherwise make available any unsolicited or unauthorized advertising or
promotional materials, including without limitation, junk mail, spam, chain letters, pyramid
schemes, or any other form of solicitation;
(j) take any action that imposes an unreasonable or disproportionately large load on our
infrastructure;
(k) facilitate any viruses, Trojan horses, worms or other computer programming routines that
may damage, detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or information;
(l) use any robot, spider, other automatic device, or manual process to monitor or copy our
Website without our prior written permission
(m) use any device, software or routine to bypass our robot exclusion headers, or interfere or
attempt to interfere with our Website;
(n) take any action that may cause us to lose any of our services from our internet service
providers, payment processors, or other suppliers. AlaSaw will not be held liable for the violation of the above terms or any other illegal activity not foreseen at the time.

Intellectual Property Rights

The Website, its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), and all drawings, plans and designs created by AlaSaw are owned by AlaSaw, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms permit you to use the Website for the limited purposes provided in these Terms. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows: * Your computer may temporarily store copies of such materials incidental to your accessing and viewing those materials. * You may store files that are automatically cached by your Web browser for display enhancement purposes. * You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution. You must not: * Modify copies of any materials from the Website. * Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text. * Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website. * If you wish to make any use of material on the Website other than that set out in this Section, please address your request to: info@alasaw.com. * If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by AlaSaw. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

Submissions to AlaSaw

Any and all materials you send or submit to us or a third party provider (by telephone, electronically, in writing or otherwise), including, without limitation, comments, suggestions, product reviews, photos, or contest or sweepstakes entries (collectively, "Submissions"), shall become our property; and you hereby transfer, sell, and assign to us all of your right, title, and interest in and to any such Submissions, including without limitation, any and all related copyrights, moral rights, trademarks, patents, trade secrets and/or other proprietary rights. To the extent the preceding assignment and transfer is ineffective, you hereby grant AlaSaw an exclusive, irrevocable, fully-paid and royalty-free, perpetual, and fully sublicensable and transferable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, and publicly display and perform such Submission throughout the universe in any media, now known or hereafter devised. We have no obligation of any kind whatsoever to maintain any confidentiality with respect to any such Submissions. AlaSaw shall be free to use them for any purpose whatsoever without providing you notice or receiving your consent, and without restriction or compensation.

Trademarks

AlaSaw’s name, the company logo and all related names, logos, product and service names, designs and slogans are trademarks of AlaSaw or its affiliates or licensors. You must not use such marks without the prior written permission of AlaSaw. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access thereto) from the Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following: * Your physical or electronic signature. * Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works. * Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material. * Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address). * A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law. * A statement that the information in the written notice is accurate. * A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated Copyright Agent to receive DMCA Notices is: Copyright Agent – Leigh Spencer leigh (at) alasaw (dot) com

Geographic Restrictions

The owner of the Website is based in the state of Alabama in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do soon your own initiative and are responsible for compliance with local laws.

Governing Law and Jurisdiction

All matters arising out of or relating to an order or to the Website and these Terms shall be governed by and construed in accordance with the laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Alabama. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. All disputes shall be filed with the American Arbitration Association (AAA) in Birmingham, Alabama and governed by the rules of the AAA. All decisions made in the arbitration shall be binding and an entry of judgment shall be deemed to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction. Attorney fees and related costs shall be awarded to the prevailing party.

Changes to the Terms

AlaSaw may revise and update these Terms from time-to-time in our sole discretion and without prior notice. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes.

Entire Agreement

The Terms and our Privacy Policy constitute the sole and entire agreement between you and AlaSaw with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. Last Modified: September 2019