Terms of service

LA VOLTA TERMS OF SERVICE

Last Updated: 27 February, 2026

These La Volta Terms of Service (“Terms of Service” or the “Agreement”), including any agreements and policies incorporated herein by reference, govern all rights and obligations regarding the use of the Services (as defined below) and are entered into by and between La Volta LLC (“La Volta”) and the party that has agreed to be bound by this Agreement by accessing, using, and otherwise interacting with the Services (collectively, “Customer”, “you” or “your”). La Volta and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”. 

By accessing, using, or otherwise interacting with the Services, including but not limited to purchasing or consigning any Items (as defined below), you accept and agree to be bound and abide by the terms of this Agreement and the La Volta Privacy Policy located at https://lavoltanyc.com/policies/privacy-policy, as it may be updated by La Volta from time to time and which is hereby incorporated herein by this reference (“Privacy Policy”) as of the date you access, use or otherwise interact with the Services (the “Effective Date”). You represent that you have read, understood and accepted the terms of this Agreement, including the Privacy Policy. You additionally represent that you have the authority to enter into this Agreement. If you do not wish to be bound by this Agreement, you may not access or use the Services at any time. 

This Agreement applies to the La Volta platform and all related content, tools, features, and services, including the website located at https://lavoltanyc.com (the “Website” collectively with the foregoing, the “Services”). The Services provides an online social marketplace where users of the Service (“Users”) can consign and purchase items listed on the Services (“Items”). When Users purchase Items from the Services, they are “Buyers” and when Users consign Items for La Volta to sell on their behalf, they are “Sellers”. Users may be both Buyers and Sellers on the Services. By using the Services, Buyers and Sellers enter into a contract for the sale and purchase of Items directly between themselves, and La Volta is not a party to such sale or purchase. 

1. CHANGES.
   La Volta may revise this Agreement, the Privacy Policy, La Volta policies, and/or the Services at any time. You are solely responsible for reviewing this Agreement and any La Volta policies, as they may be updated from time to time. Your continued use of the Services following any change constitutes your agreement to abide and be bound by the terms of the Agreement and any La Volta policies, as revised. If you do not wish to be bound by this Agreement as updated, you may not access or use the Services at any time. 

1. ACCOUNT AND REGISTRATION.
   You may purchase Items through the Website either by creating an Account (as defined below) or by completing a purchase as a guest without creating an Account (“Guest Checkout”). Account registration is optional unless otherwise indicated at the time of purchase or use of the Services. You may be required to provide certain information necessary to complete the Guest Checkout, including but not limited to your name, shipping address, email, and other related information to complete a purchase. You agree and acknowledge that by using Guest Checkout, you are bound by the terms of this Agreement. 
   
   You may need to create an account with La Volta on the Website to access and use certain features of the Services, including but not limited to the consignment and purchase of Items (“Account”). If you are creating an Account for a legal entity, then you represent and warrant that you have the authority to create such Account on behalf of the business entity.
   
   You must provide accurate information about your identity and must not provide any false information or impersonate another person or company through your Account or through Guest Checkout. La Volta reserves the right to verify the Account or Guest Checkout information you provide (“Account Information”). Upon La Volta’s request, you will promptly provide requested verification documentation, including identification documents, proof of address, or business information. The name on your Account will be considered the Account owner. If you do not provide the information requested or if you provide inaccurate information, La Volta may, in its sole discretion, terminate your Account.
   
   By registering to use the Services, creating an Account, or using Guest Checkout, you acknowledge and agree that: (1) you have read and understand the terms of this Agreement; (2) you have the authority to agree to this Agreement; (3) your name, contact details and related information inputted into or stored within the Services (or third party payment technology such as Stripe) are accurate and shall be kept up to date; (4) you have, and shall have throughout the Term, all right and interest to provide all Customer Data in and through the Services; (5) any data you supply, including personal information, to La Volta will be governed by the Privacy Policy, and (6) you have read, understood and accepted those policy terms.
   
   Upon creating an Account as described in this Section, Customer shall keep all usernames, passwords and Account details confidential. La Volta will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with any unauthorized use of any username or password. La Volta retains the right to disable your identification code or password, if you have violated any of the provisions of this Agreement.

1. ACCESS AND USE OF THE SERVICES.
   Access and Use Restrictions. La Volta grants Customer during the Term, a limited, non-exclusive, non-transferable, revocable license to access and use the Services, solely for use by Customer in accordance with the terms set forth in this Agreement. Customer shall not either directly or indirectly, use the Services for any purposes beyond the scope of the access expressly granted in this Agreement. Customer shall not at any time, directly or indirectly, (i) copy, modify, or create derivative works of the Services or La Volta IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or serve as a service agency to any third parties; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Services, in whole or in part; (iv) use the Services in order to develop a service or offering that directly or indirectly competes with the Services; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity; or (vi) use of the Services in a manner that violates any applicable laws or regulations.
   
   Third-Party Products. La Volta may from time to time make Third-Party Products available to Customer and, if so, such Third-Party Products are subject to their own terms of service and the applicable flow through provisions for such Third-Party Products. La Volta is not liable for any Third-Party Products. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. “Third-Party Products” means any open source and freeware components licensed or utilized by La Volta and any third-party proprietary software, tools or other materials provided with, or incorporated into, or linked to the Services or other third-party products and services, including third party payment technology such as Stripe.
   
   Hosting. Customer acknowledges that La Volta utilizes third party entities to host (i) information, data, and other content that is submitted directly by or on behalf of you through the Services (“Customer Data”), and (ii) the Services, (the “Hosting Service(s)”). La Volta shall select such Hosting Services in its sole discretion and may change such Hosting Services at any time. The Hosting Service shall remain responsible for its own actions and inactions, including but not limited to disruptions in service, downtime, data loss and data security and, as such, any losses Customer suffers as a result of the Hosting Service shall be satisfied first from the associated insurance policy covering cyber security and/or disaster recovery and second from the Hosting Service.

1. CUSTOMER RESPONSIBILITIES.
   Customer: (i) shall comply with the terms of this Agreement; (ii) is responsible for its acts and omissions; (iii) is liable for uses and misuses of the Services, including without limitation any violations of Section 3; and (iv) is liable for all necessary consents and authorizations in connection with Customer Data. Customer acknowledges that La Volta does not monitor, review, or control content submitted to the Services and assumes no liability for such content. Customer represents and warrants that it will comply with all applicable federal, state and local regulations, including, but not limited to, those governing Customer Data.

1. TERM AND TERMINATION.
   This Agreement is effective as of the Effective Date and shall remain in effect unless and until terminated by either Party (the “Term”). Customer may terminate the Agreement at any time by providing by cancelling or terminating Customer’s Account on the Services and ceasing use of the Services in entirety.
   
   La Volta may immediately terminate this Agreement and deactivate or delete Customer’s Account without notice for any of the following reasons: (a) failure to make any payment when due; (b) any unauthorized access or use by Customer; (c) if you assign or transfer any rights granted to you under this Agreement; (d) if you fail to abide by the rules and regulations relating to the use of the Services, or (e) if you violate any of the other terms and conditions of this Agreement.
   
   Upon termination of this Agreement for any reason, Customer shall immediately cease all use of the Services. Termination of this Agreement shall not affect any right or relief to which La Volta may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to Customer shall immediately terminate. As described more fully in the Privacy Policy, upon receipt of such a request, La Volta will use reasonable efforts to delete Customer Data and Customer’s Account information, however such information may not be deleted immediately from back-up systems.

1. INTELLECTUAL PROPERTY.
   La Volta IP. La Volta or its licensors, shall own and retain all right, title and interest in and to (a) the Services and all materials, resources, tools, templates, methods, processes, data, know-how, technology (including, but not limited to, source code), and any content developed by La Volta, contained therein as well as any and all improvements, enhancements or modifications thereto, (b) all photos, images, videos, text, descriptions, and related creative works relating to the Items or included in the Listings (as defined below), and (c) all intellectual property rights related to any of the foregoing (“La Volta IP”). Other than with respect to the limited license set forth herein, Customer shall have no rights to the La Volta IP. Notwithstanding anything to the contrary, La Volta shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and La Volta will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, and (ii) disclose such data solely in aggregate or other de-identified or anonymized form in connection with its business.
   
   Customer Data. Customer is solely responsible for: (i) the accuracy, quality, integrity, legality and correctness of the Customer Data; and (ii) the selection, creation, and update of Customer Data and any other data provided to La Volta or input into the Services. Customer grants La Volta a limited, non-exclusive, revocable license to use the Customer Data for the limited purpose of providing the Services.
   
   Feedback. Customer may provide feedback to La Volta concerning the functionality, performance and reliability of the Services from time to time, including identifying potential errors and suggestions for improvements (“Feedback”). Customer hereby assigns to La Volta all right, title, and interest in and to the Feedback and, to the extent not assignable, Customer grants to La Volta a perpetual, irrevocable, transferable, royalty-free and fully paid-up license, with the right to sublicense, to use and exploit such Feedback and related information in any manner and for any purpose whatsoever.

1. FEES AND PAYMENT.
   For Buyers. In order to make a purchase using the Services, Buyer must have a valid payment method associated with your Account on file with La Volta. Buyer is responsible for paying all purchase fees, shipping fees, and applicable taxes associated with the Services, including payment for the purchase of any Items. The payment for such fees will be completed through the use of a third-party payment processor selected by La Volta. Buyers must submit a valid payment card (debit, credit), bank account information, routing number, and other information as may be required by the applicable third-party payment processor. La Volta does not operate, own, or control any third-party payment processor; thus, all financial transactions, including the use of the Buyer’s payment card and transfers of funds to and from the Buyer’s bank account are governed by the applicable payment processor’s policies (including privacy policies), procedures and agreements with the Buyer, as applicable.
   
   If Buyer fails to make any payment when due, without limiting La Volta’s other rights and remedies: (i) La Volta may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Buyer shall reimburse La Volta for all costs incurred by La Volta in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) La Volta may suspend Buyer’s access to any portion or all of the Services until such amounts are paid in full.
   
   For Sellers. In order to consign Items using the Services, and receive any Pay-Out (as defined below), Sellers must provide La Volta with valid payment option, as determined by La Volta, which may include: ACH or bank account information, or payment platforms such as Zelle or Venmo, as may be required by  for La Volta to provide applicable Pay-Out to Seller. La Volta does not operate, own, or control any third-party payment processors, including any of the foregoing; thus, all financial transactions, (including the use of the Seller’s incoming or outgoing payments and transfers of funds to and from the Seller’s bank account) are governed by the applicable payment processor’s policies (including privacy policies), procedures and agreements with the Seller, as applicable.
   
   Taxes. Customer is responsible for all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by or to Customer hereunder, other than any taxes imposed on La Volta’s income. All amounts payable by or to Customer under this Agreement are exclusive of taxes and similar assessments.

1. BUYER TERMS.
   Inventory availability and Item prices on the Services are subject to change at any time without notice. Pricing may include a surcharge to cover additional logistics costs such as shipping. As a Buyer, you are solely responsible for reading and reviewing an Item’s listing before purchasing such Item.
   
   Upon purchasing an Item through the Services, Buyer must remit payment to La Volta for the Item, including any listed shipping or additional fees. La Volta may delay or cancel any purchase for purposes of fraud detection or to protect Users from other illegal or wrongful activities. All purchases are final with no returns, refunds, cancellations, or retractions allowed.
   
   Buyer acknowledges and agrees that (i) La Volta is not a manufacturer of any Items, and (ii) while Sellers have represented that the Items are authentic to the best of their knowledge, La Volta is not responsible for verifying the authenticity of any Items, and (iii) all Items are sold as-is. Buyer hereby releases La Volta from any and all claims and liability related to the authenticity of any Item. 

1. SELLER TERMS.
   Consignment Procedure. Sellers are solely responsible for sending La Volta all Items for consignment through the Services and all fees associated with such shipment, provided that La Volta may elect at its sole discretion to pick-up Items from Sellers in the New York Metropolitan Area (NYC) on a case-by-case basis (“Collection”). Sellers who reside in NYC and wish to have their Items picked up for consignment through the Services may contact La Volta at consignments@lavoltanyc.com to discuss if they qualify for Collection. All Sellers outside of NYC, and any Sellers who, in La Volta’s sole discretion to not qualify for Collection, shall be solely responsible for sending Items to La Volta at the address provided below:
   
   La Volta LLC
   79 Laight St, #5D
   New York, NY 10013
   
   Risk of Loss. SELLER AGREES TO BEAR ALL RISKS OF LOSS, DAMAGE, OR DESTRUCTION OF ITEMS SHIPPED TO LA VOLTA THAT OCCURS PRIOR TO DELIVERY. LA VOLTA DISCLAIMS, AND SELLER HEREBY RELEASES LA VOLTA FROM, ANY LIABILITY ASSOCIATED WITH ANY SUCH LOSS, DAMAGE, OR DESTRUCTION. After delivery to La Volta, the risk of loss or damage shall be borne by La Volta, except for any loss or damage attributable to Seller’s fault or negligence.
   
   Seller Representations and Warranties.
   Seller hereby represents and warrants that (i) to the best of Seller’s knowledge, the Items are authentic and produced by the company listed on the Item’s labels or otherwise identified to La Volta by Seller; (ii) Seller has good and marketable title to the Item and has the right to sell the Item; (iii) no Item is subject to any liens or other encumbrances; (iv) the Item does not include stolen or counterfeit goods or goods that are illegal to sell; and (v) the Item does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation.
   
   Acceptance Conditions. Upon receipt or Collection of Seller’s Items, La Volta inspects such Items in order to list accepted Items for sale through the Services (“Accepted Items”). La Volta only accepts Items that meet La Volta’s quality standards and may reject an Item for any reason (such Items are referred to herein as “Rejected Items”). Each Item will be evaluated to determine, in La Volta’s sole discretion (i) the condition of the Item; (ii) if the Item is free from stains, pilling, holes, odor, or other signs of excessive wear; (iii) if La Volta reasonably believes that the Item may not be authentic. La Volta shall inform Seller of which Items are Accepted Items and Rejected Items through the Services, via email, or other communication method as determined by La Volta.
   
   Accepted Items. La Volta will list Accepted Items for sale on the Services using photos, videos, descriptions, and any other methods of displaying or describing the Accepted Items, in La Volta’s sole discretion on Seller’s behalf (each, a “Listing”). La Volta agrees to provide each Listing on the Services for a period equal to the “Listing Period”, which means the shorter of (a) thirty (30) days, or (b) the date such Accepted Item is purchased by a Buyer on the Services (a “Sale”), unless the applicable Listing Period is mutually extended by the Parties. Upon the expiration of the applicable Listing Period, La Volta will remove the Listing from the Services.
   
   Return of Unsold or Rejected Items. To the extent that an Accepted Item did not result in a Sale, or an Item constitutes a Rejected Item, La Volta will either (i) return the applicable Item to Seller, or (ii) if mutually agreed to by the Parties, the Item will immediately and irrevocably become the property of La Volta, in which case La Volta may donate, sell, or otherwise discard of the applicable Item in its sole discretion and without any compensation to Seller. In the event that La Volta returns any Items to Seller, Seller shall be responsible for any shipping costs associated with such return.
   
   Pay-Out. The price for each Accepted Item on a Listing will be set by La Volta in its sole discretion and is determined by many factors including estimated retail price, brand, and quality. In each instance of a Sale, La Volta shall provide Seller with fifty percent (50%) of the Net Revenue actually received by La Volta for the Sale through the payment method Seller provided to La Volta through the Services (each, a “Pay-Out”). Seller agrees and acknowledges that in the event La Volta does not receive payment for a Sale, Seller is not entitled to any Pay-Out. LA VOLTA DOES NOT GUARANTEE THE SALE OF ANY ITEMS THROUGH THE SERVICES. “Net Revenue” means the actual revenue received by La Volta from a Buyer for the applicable purchased Items, less all applicable taxes, shipping, and cleaning costs.

1. NO RETURNS OR REFUNDS.
   ALL PURCHASES AND SALES THROUGH THE SERVICES, AND PAY-OUTS ARE FINAL AND ALL ITEMS ARE PROVIDED AS-IS. NO REFUNDS, CANCELLATIONS, EXCHANGES, OR RETURNS WILL BE ISSUED OR ACCEPTED FOR ANY REASON WHATSOEVER.
   
   

1. CONFIDENTIALITY.
   Either Party may disclose to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party.
   
   The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to perform its obligations hereunder; provided that such persons have been informed of the confidential nature of the Confidential Information prior to such disclosure and have an obligation to maintain the confidentiality thereof.
   
   Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.
   
   On the termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies.
   
   Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
   
   Each Party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction, use or distribution of the Confidential Information.

1. DISCLAIMER.
   LA VOLTA DOES NOT WARRANT THAT ITEM DESCRIPTIONS OR OTHER CONTENT OF ANY SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. BECAUSE ITEMS ON THE SERVICES ARE SECONDHAND, THEY DO NOT CARRY WITH THEM ANY ORIGINAL WARRANTIES OR GUARANTEES FROM THE MANUFACTURER. LA VOLTA ENDEAVORS TO DISPLAY AS ACCURATELY AS POSSIBLE THE COLORS AND STYLES OF THE ITEMS. HOWEVER, LA VOLTA DOES NOT GUARANTEE THAT ANY COLOR OR STYLE WILL BE ACCURATE.
   
   LA VOLTA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LA VOLTA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LA VOLTA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES (INCLUDING SOFTWARE) OR ANY ITEMS WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

1. CUSTOMER INDEMNIFICATION.
   Customer shall indemnify, defend, and hold harmless La Volta from and against any losses, damages, liabilities, claims, actions, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) incurred by La Volta resulting from a third-party claim (i) based on Customer’s (A) negligence or willful misconduct; and (B) use of the Services in a manner not authorized by this Agreement; (ii) Customer’s breach of this Agreement; and (iii) with respect to Sellers, related to the authenticity of any Items.

1. LIMITATION OF LIABILITY.
   IN NO EVENT WILL LA VOLTA (OR ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, OFFICERS, OR AGENTS) BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; LOSS OF GOODWILL OR REPUTATION; USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; FAILURE TO BE ABLE TO USE THE SYSTEM, OR COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LA VOLTA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
   
   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF LA VOLTA TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE GREATER OF (i) THE TOTAL AMOUNTS PAID TO LA VOLTA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; (ii) THE TOTAL AMOUNTS PAID OR PAYABLE TO CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR (iii) ONE THOUSAND U.S. DOLLARS ($1,000).

1. MISCELLANEOUS.
   Entire Agreement. This Agreement is the entire agreement between La Volta and Customer for the provision of services and the use of the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between the Parties. La Volta’s obligations herein are not contingent on the delivery of any features of the Services or dependent on any oral or written public comments made by us regarding future features of the Services.
   
   Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) provided to La Volta shall be in writing and addressed to La Volta LLC, 79 Laight St, #5D, New York, NY 10013 (or to such other address that may be designated by La Volta from time to time in accordance with this Section). All Notices to La Volta must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Any Notices to you shall be provided to you through the Services or given to you at the email or physical address you provide to La Volta through the Services. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section
   
   Force Majeure. Neither Party will be responsible for any failure or delay in performing its obligations under this Agreement (except for payment of fees when due), if and to the extent such failure or delay is caused by any circumstances beyond the Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, pandemic, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo (each, a “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the Party invoking the force majeure shall give Notice to the other Party of its inability to perform or of delay.
   
   Severability, Modification and Waiver. If any portion of this Agreement is held to be void, invalid or otherwise unenforceable, in whole or part, the remaining portions of this Agreement shall remain in effect. This Agreement may not be modified or amended except in writing signed by an authorized representative of both Parties. A Party’s failure to exercise any rights herein shall not constitute or be deemed a waiver or forfeiture of such rights. If a Party wishes to waive its rights hereunder, it must provide written notification of its rights to the other Party. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
   
   Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision.
   
   Assignment. Customer will not assign or transfer this Agreement without La Volta’s prior written consent. La Volta may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of La Volta’s assets, change of control or operation of law.
   
   Dispute Resolution. All claims, disputes or controversies arising under or relating to this Agreement, any Order Form and/or the relationship of the Parties shall be settled by binding arbitration in the State of New York or another location mutually agreeable to the Parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. The Parties reserve the right to object to any individual as an arbitrator who is employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
   
   Reservation of Rights. La Volta reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the La Volta IP.