TERMS AND CONDITIONS
Last updated April 7, 2020
1. GENERAL STATEMENT ON ACCEPTANCE OF TERMS
Your acceptance of the Terms is an express condition of, and governs your access to and use of the Company’s (a) websites, portals, mobile applications, channels, and software, including but not limited to www.hippuebuter.com, social media pages and channels (collectively, the “Sites”); (b) any services, features, media, functions, content, tools, and links contained or offered in the Sites (collectively, the “Services”); and (c) if applicable, mobile applications (“Apps”). You agree that by accessing the Sites, you have read, understood, and agreed to be bound by these Terms. If you do not accept and agree to these Terms, you may not use the Sites or Services, you may not create an account or user profile, if applicable, and must discontinue use immediately.
Certain areas of the Sites and Services (and your access to or use therein) may have differing supplemental terms, conditions, policies, rules, guidance, and documents that may be posted on the Sites and Services from time to time, which govern your access to and use of the Sites and Services and are hereby expressly incorporated herein by reference. (as applicable, the “Additional Terms”). We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Sites and Services after the date such revised Terms are posted. To the extent there is a conflict between these Terms and any Additional Terms for the Sites or Services, the applicable Additional Terms shall govern and take precedence over these Terms with respect to your use of or access to the Sites or Services.
The information provided on the Sites and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Sites and Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
If you access the Sites from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Sites and Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisites and verifiable parental consent, we will delete that information from the Sites and Services as quickly as is reasonably practical.
3. MODIFICATIONS AND INTERRUPTIONS
When we make material changes to these Terms and choose to notify you, we will notify you by (i) sending you an e-mail communication to the e-mail address you most recently provided to us, (ii) sending you an SMS communication to the SMS number you most recently provided to us and consented to us sending you communications, (iii) sending a push notification or in-app notification, (iv) by prominently posting a notice of the changes on the Websites, or (v) by requiring you to check a box indicating your assent to the updated terms. Continued use of any of the Sites or Services following any applicable notice of such material changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
In order to access or use some of the Sites and Services, you must first register and create an individual profile for yourself or a business for the Sites or Services (each a “User Profile”).
The Sites and Services are intended solely and only available to individuals who are at least twenty-one (21) years of age, as applicable, who can willingly and knowingly enter into legally binding contracts under applicable law. The Company will not collect personal information from any person that is actually known to be a child under the age of 21. If the Company is alerted that a user is under the age of 21, the Company will take steps to remove the users content and account and terminate and block his or her access to the Sites and Services. You may be asked to verify that you are over the applicable age limit during your use of the Sites or Services and you hereby agree that you shall not misrepresent your age. Without limiting the foregoing, the Sites and Services are not available to minors or suspended members or users. You further represent that any party you invite to participate in any of the Services or related functions with you is also of legal age as described above.
5. ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES
By accessing or using the Sites or Services, you consent to receiving certain communications from us electronically. We will communicate with you in a variety of ways, including, without limitation, by email, SMS text, in-app push notices, or by posting notices and messages on the Sites or through any of the Services. By accessing or using the Sites or Services, you willingly and knowingly agree that all contracts, notices, disclosures, agreements, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
6. INTELLECTUAL PROPERTY RIGHTS
As between you and the Company, you own your own user content. Unless otherwise indicated, we own the Sites and Services content, including but not limited to all source code, visual interfaces, interactive features, compilations, databases, functionality, software, data, websites designs, aggregate user review ratings audio, video, text, photographs, graphics and all other elements and components on the Sites and Services but excluding user content and third-party material (collectively, the “Company Content”). We also own or control the patents, patent application, copyrights, trademarks, trade names, trade secrets, service marks, logos and other intellectual and proprietary rights throughout the world contained therein (the “IP Rights”). Our IP Rights are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the IP Rights are provided on the Sites and Services “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Sites and Services and no Company Content or IP Rights may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Sites and Services and the Company Content are retained by us.
Provided that you are eligible to use the Sites and Services, you are granted a limited license to access and use the Sites and Services and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site and Services s, the Company Content and the IP Rights.
7. COPYRIGHT INFRINGEMENT
It is the Company’s policy, in appropriate circumstances and at its discretion, to disable, eliminate access to and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights of others.
In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), the text of which can be found on the U.S. Copyright Office websites, the Company will respond appropriately to claims and reports of copyright infringement taking place on or through the Sites.
If you are a copyright owner, an authorized representative of a copyright owner, or an authorized representative permitted to act under an exclusive right per an applicable copyright, please report alleged copyright infringements taking place on or through the Sites and Services by completing the following DMCA Notice of Alleged Infringement and delivering it to the Company in accordance with the DMCA and these Terms. Upon receipt of a properly completed and delivered DMCA Notice of Alleged Infringement, the Company will take whatever action it deems appropriate in its sole discretion, but subject to its obligations under the DMCA, including removal of the challenged material from the Sites and Services.
DMCA Notice of Alleged Infringement (“Notice”)
- Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – provide a comprehensive list of the copyrighted works that you claim have been infringed.
- Identify the material that you claim is infringing (i.e. the material you want removed, or material that you want all access disabled to) and provide information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Sites or Services where such material may be found.
- Provide your mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
- “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent or the law.”
- “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
- Deliver this Notice, with all above items completed, to the Company:
Attn: Legal Department
111 Pacifica, Suite 100
United States of America
Irvine, CA 9260
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a Notice automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the Notice and allegation of copyright infringement.
8. LIMITED LICENSE
The Sites and Services may contain links to third-party websites or resources. You acknowledge and agree that the Company is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.
Some portions of the Sites implement Open Street mapping services. Your use of Open Street Maps is subject to their copyright and license policy.
Some portions of the Sites and Services implement Google Maps API. By using Google Maps API, you agree to be bound by Google’s Terms of Service.
10. SITES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Sites and Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions (defined below) or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Sites or Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Sites and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Sites.
11. GUIDELINES FOR REVIEWS AND FEEDBACK
12. USER GENERATED CONTRIBUTIONS
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
- Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.
Any use of the Sites or Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Sites and Services.
13. PROHIBITED ACTIVITIES
You may not access or use the Sites or Services for any purpose other than that for which we make the Sites or Services available. The Sites or Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Sites or Services. In connection with your access or use of any of the Sites or Services, you may not and will not:
- Systematically retrieve data or other content from the Sites or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Access the Sites or Services in order to build similar or competitive Sites or Services.
- Review the information and data on our Sites, and/or utilize our Services if you are not able to form legally binding contracts (for example, if you are under the age of 18), or are temporarily or indefinitely suspended from using our Sites or Services
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Sites or Services, including features that prevent or restrict the use or copying of any Company Content or enforce limitations on the use of the Sites, Services and/or the Company Content contained therein.
- Breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status.
- Use any information obtained from the Sites or Services in order to harass, abuse, or harm another person.
- Register for more than one user profile (if available) on any of the Sites or Services, or register for a user profile on behalf of an individual other than yourself, or a company that you are not authorized to represent or legally bind to a contract.
- Use the Sites or Services to advertise or offer to sell goods and services.
- Use a buying agent or purchasing agent to make purchases on the Sites or Services.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Sites or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Sites and Services.
- Use any robot, spider, scraper, survey, monitor or other automated or similar means to access any web page or other asset contained in the Sites, Services or Company Content for any purpose.
- Upload, post, transmit, broadcast or otherwise make available any offensive content, including any user content that is unlawful, libelous, defamatory or otherwise objectionable.
- Upload, post, transmit, broadcast, sell, transfer or otherwise make available any user or Company Content that is inauthentic, counterfeit, or that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Sites and Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Sites or Services to you.
- If applicable, manipulate the price of any item or interfere with any other user’s listings, reviews, and products or take any action that may undermine the feedback or ratings systems of the Sites or Services.
- Transfer your User Profile to another individual or entity without our prior written consent.
- Distribute, promote, advertise, or post spam, unsolicited or bulk electronic communications, chain letters, pyramid schemes or any related content.
- Bypass our robot exclusion headers, interfere with the working of our Sites and Services, features or tools, or impose an unreasonable or disproportionately large load on our infrastructure.
- Export or re-export any of the Company’s application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with all relevant posted rules and restrictions.
- Export any Company Content out of the jurisdiction in which it is intended or displayed.
- Insult, threaten, stalk, harass, mislead or deceive other users of the Sites or Services, or in any way promote the discrimination or defamation of other users, or create any other objectionable material.
- Intentionally or unintentionally violate any applicable local, state, national or international law, rule or ordinance, including, but not limited to, regulations promulgated by the U.S. Copyright Office, U.S. Patent and Trademark Office, U.S. Securities and Exchange Commission, the Internal Revenue Service, the European Enforcement Directive of 2004, or any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations and/or guidelines having the force of law.
- Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the United States Immigration and Nationality Act.
- Refuse to acknowledge that the Company may establish general practices and limitations concerning use of the Sites and Services, including without limitation restrictions concerning user content provided by you for use on the Sites and Services, the type and quantity of transactional data stored and presented in connection with your account, the maximum disk space that will be allotted on the Company’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Sites and Services in any given period of time.
- Send electronic transmissions (including but not limited to interactive monetary offers, audio-video communications, email, search queries, chat and other Internet activities) as interstate communications.
- Assist any third party with any of the foregoing: you fully understand, acknowledge and agree that the Company may, under certain circumstances and without prior notice, immediately terminate your user profile and access to the Sites, Services and any other related or affiliated applications, functions and tools. Cause for account termination or suspension shall include, but not be limited to: (1) breaches or violations of these Terms or other incorporated agreements, guidelines, or rules; (2) requests by law enforcement or other local, state or federal government agencies or divisions; (3) any attempts to breach our security, private accounts or other protected content on the Sites; (4) discontinuance or significant modification to the Sites or Services, or any related or affiliated website owned and/or operated by the Company (or any part thereof); (5) unforeseen technical, electronic, mechanical or any other difficulties or security issues; (6) prolonged inactivity of your account, which shall be determined by the Company; (7) knowing, willing and/or negligent engagement by you in any form of deceitful, fraudulent, counterfeit or illegal activities; and/or (8) failure by you, or by your representatives, to pay, in full, any fees owed by you in connection with the Sites or any related or affiliated Services, business or website. Termination of your user profile will deny you access to our Services, delay or remove user content that you submitted or commented on, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts or special offers, and take technical and/or legal steps to prevent you from using our Sites and Services in the future. The Company has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
14. USER DATA
We will maintain certain data that you transmit to the Sites or Services for the purpose of managing the performance of the Sites or Services, as well as data relating to your use of the Sites or Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Sites or Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
15. TERM AND TERMINATION
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
There may be information on the Sites or Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Sites and Services at any time, without prior notice.
17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT:
- YOUR ACCESS TO AND USE OF THE SITES AND SERVICES IS AT YOUR OWN RISK. THE SITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY OTHER POTENTIAL OR ACTUAL WARRANTY OF ANY KIND.
- THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS MAKE NO GUARANTEE OR WARRANTY THAT: (1) THE SITES AND SERVICES WILL SATISFY YOUR NEEDS AND REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR EQUIPMENT; (2) THE SITES AND SERVICES, AND ALL AFFILIATED SITES, FEATURES, SERVICES, COMMUNICATIONS, AND APPLICATIONS, WILL BE COMPREHENSIVE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR BE FREE FROM LOSS, DESTRUCTION, CORRUPTION, ONLINE ATTACK, VIRUSES, WORMS, OR OTHER INVASIVE, HARMFUL, OR CORRUPTED OR OTHER RELATED INTRUSIONS; (3) THE INFORMATION, DATA, OR RESULTS REALIZED OR OBTAINED FROM YOUR USE OF THE WEBSITES WILL BE ACCURATE, UP TO DATE, SATISFACTORY OR RELIABLE OR FIT OR USEFUL FOR ANY SPECIFIC PURPOSE; (4) THE QUALITY OR VALUE OF ANY PROPERTIES, SERVICES, PRODUCTS, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SITES AND SERVICES WILL MEET YOUR EXPECTATIONS; (5) THAT ANY OFFER MADE OR MESSAGE SENT WILL BE SUCCESSFULLY TRANSMITTED, RECEIVED, AND PROCESSED; AND (6) ANY ERRORS IN THE GUIDELINES, SOFTWARE, OR PROTOCOLS WILL BE CORRECTED OR RESOLVED.
- ANY PRODUCT OR PROGRAM DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE AND FULLY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH PRODUCT, MATERIAL, APPLICATION, FEATURE, OR OTHER PROGRAM.
- NO ADVICE OR INFORMATION, INCLUDING MEDICAL ADVICE, STRATEGY, GUIDELINES, OR RELATED CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR FROM THE SITES, SERVICES, OR RELEVANT SOCIAL MEDIA PAGES SHALL CREATE ANY WARRANTY, GUARANTEE, OR STRATEGY NOT EXPRESSLY STATED IN THESE TERMS.
- VETTING BY THE COMPANY OF EACH AND EVERY DOCUMENT, PHOTOGRAPH, VIDEO, REVIEW, RELATED MEDIA, POSTING, OR OTHER COMMUNICATION, IN ADDITION TO ANY OTHER CONTENT POSTED VIA THE SITES OR SERVICES, MAY NOT BE POSSIBLE OR REALISTICALLY PRACTICABLE. AS A RESULT, THE COMPANY CANNOT AND DOES NOT CONTROL ANY LISTING REVIEWS, COMMENTS, PHOTOGRAPHS, OPINIONS, POSTINGS, OR OTHER CONTENT OR MATERIAL POSTED VIA THE SITES OR SERVICES AND, AS SUCH, DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY, SAFETY, LEGALITY, MORALITY, AND/OR AUTHENTICITY OF SUCH CONTENT, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF LISTINGS TO CONFIRM PRODUCT AVAILABILITY OR PRICING, OR THE ABILITY OF USERS TO CONFIRM EXPERIENCES FROM USING OR PURCHASING SPECIFIC PRODUCTS DISCUSSED OR SOLD ON THE SITES OR SERVICES.
- WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITES AND SERVICES, ANY HYPERLINKED WEBSITES, OR ANY WEBSITES OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
18. LIMITATION OF LIABILITY
- THE COMPANY IS UNABLE TO GUARANTEE CONSISTENT, CONTINUOUS, OR SECURE ACCESS TO ITS SITES, APPLICATIONS, SERVICES, PROGRAMS, CONTENT, AND NETWORK, AND OPERATION OF THE SITES AND SERVICES MAY BE INTERFERED WITH OR DELAYED BY NUMEROUS POTENTIAL FACTORS OUTSIDE OF THE COMPANY’S CONTROL. YOU ACKNOWLEDGE, EXPRESSLY UNDERSTAND, AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSEES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY, REPUTATION, PROFITS, GOODWILL, USE, VALUATION, TAX BENEFIT, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SITE AND/OR NETWORK; (2) THE COST TO PROCURE SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES, E-MAILS, REVIEWS, POSTINGS, COMMENTS, OR OTHER COMMUNICATIONS RECEIVED, OR TRANSACTIONS ENTERED INTO VIA THE SITES OR OTHER AFFILIATED OR RELATED SITES OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES; (5) THE FAILURE OF THE NETWORK OR SITES TO TIMELY PROCESS AN OFFER; OR (6) ANY OTHER MATTER RELATING TO THE SITES, ANY COMPANY AFFILIATED OR RELATED SERVICES, FEATURES OR APPLICATIONS, OR ANY OTHER COMPANY OWNED OR OPERATED ENTITY.
- SOME STATES, COUNTIES, OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER RELATED DAMAGES OR LOSSES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, members, managers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Sites or Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Sites with whom you connected via the Sites or Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
20. INFORMAL NEGOTIATIONS
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
21. DISPUTE RESOLUTION
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The Parties agree that these Terms shall be governed in accordance with the laws of the State of California, United States of America. The Parties agree that any controversy, claim or dispute arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate (except at the option of either Party for any application for injunctive relief) shall be finally settled by arbitration in Orange County, California under the rules of the American Arbitration Association (“AAA”), and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules“), both of which are available at the AAA website: www.adr.org, before one arbitrator and judgment upon the award rendered may be entered in any court having jurisdiction, except where otherwise required by the applicable AAA rules or applicable law. The arbitration provisions of these Terms shall be interpreted according to, and governed by, the Federal Arbitration Act, and any action to enforce any rights hereunder shall be brought exclusively in the U.S. District Court for the Central District of California. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION SHALL BE ADJUDICATED BY AN ARBITRATOR AND WITHOUT A JURY. The Parties may mutually agree upon any procedure for appointing the arbitrator and shall inform the AAA administrator as to such procedure; however, if within forty five (45) days after the commencement of arbitration, the Parties have not mutually agreed on a procedure for appointing the arbitrator or have not mutually agreed on the designation of the arbitrator, the AAA administrator shall unilaterally appoint and designate the presiding arbitrator. If a Party fails to file a statement of defense within the time established by the tribunal without showing sufficient cause for such failure, as determined by the tribunal, or if a Party, duly notified, fails to appear at a hearing without showing sufficient cause for such failure, as determined by the tribunal, the tribunal may proceed with the arbitration. Additionally, if a Party, duly invited to produce evidence or take any other steps in the proceedings fails to do so within the time established by the tribunal without showing sufficient cause for such failure, as determined by the tribunal, the tribunal may proceed to make the award based on the evidence before it.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing Party. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Orange County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (“UCITA”) are excluded from these Terms.
In no event shall any Dispute brought by either Party related in any way to the Sites or Services be commenced more than three (3) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Class Action Waiver
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
To the extent you are located in the United States, if any provisions of these Terms are not permitted by applicable law or regulation, those provisions shall be of no force or effect as between you and the Company. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions as between you and the Company.
23. CHOICE OF LAW; VENUE
The laws of the state of California, excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms or any of the Sites or Services. All claims arising out of or relating to these Terms or any of the Sites or Services will be litigated exclusively in the federal or state courts of Orange County, California, and you and the Company consent to personal jurisdiction in those courts.
24. ENTIRE AGREEMENT; ASSIGNMENT; JOINT VENTURES
25. RESERVATION OF RIGHTS
The failure of the Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
26. THIRD-PARTY BENEFICIARIES
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and the Company.
27. SUPPORT OR MAINTENANCE
You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the sites or Services.
28. UNITED STATES EXPORT AND FOREIGN ASSET CONTROL REGULATIONS
We do not represent that the materials in the Site or Services are appropriate or available for use in any particular location. Those who choose to access the Site or Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that you are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list.
29. CALIFORNIA USERS AND RESIDENTS
Under California Civil Code Section 1789.83, if any complaint with us is not satisfactorily resolved, California website users can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
30. CONTACT US
In order to resolve a complaint regarding the Sites or Services or to receive further information regarding use of the Sites or Services, please contact us at:
Attn: Legal Department
111 Pacifica, Suite 100
Irvine, CA 92618
United States of America
+1 (833) 654-2462
Attn: Customer Support
606 S. Hacienda Dr.
Tempe, AZ 85281
United States of America
31. USE OF SERVICES
User Registration and Accounts
You may be given the option or be required to register with the Sites and Services to create a User Profile. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
By creating a User Profile, you agree that:
- You will not register a username (or email address) that (a) is already being used by someone else; (b) may impersonate another person: (c) belongs to another person; (d) violates the intellectual property or other right of any person or entity; or (d) is offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion.
- You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, the Company may suspend or terminate your account and refuse you any and all current or future access to or use of the Sites and Services (or any portion thereof). If you fail to update your information in a timely manner, then the Company has reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, which will allow the Company to suspend or terminate your account and refuse you any and all current or future access or use of the Sites and Services (or any portion thereof).
- You will not post libelous content or create false or misleading reviews or posts.
- You are solely responsible for all activities that occur under your account, password, and username—whether or not you authorized the activity.
- You are solely responsible for maintaining the confidentiality of your password and the other Protected Information (as defined below) and for restricting access to your account so that others may not access any password-protected portion of the Sites or Services using your Protected Information.
- You will immediately notify us of any unauthorized use of your Protected Information, or any other breach of security.
- You will not sell, transfer, assign, or provide a copy of, your account, account rights, user ID, password, API keys, menu embed code, or other credentials or access rights (the “Protected Information”) for any of the Sites or Services to any other person or entity. You must keep all of the Protected Information in strict confidence.
- You will not share or allow any third party to utilize your account on your behalf or on a time share basis.
- You will not create more than one account unless specifically authorized to do so.
- You will not use Protected Information of others.
The Company is not liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
Your User Profile cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests, or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your User Profile, but changes to your settings may not become effective immediately or be error free, and options may change from time-to-time. The Company assumes no responsibility or liability for any issues, problems, or Content (defined below) on your User Profile.
User Profiles may only be set up by an authorized representative of the individual or business that is the subject of the User Profile. The Company does not review each User Profile to determine if it was created by an appropriate party. In addition, the Company is not responsible for any unauthorized User Profiles that may appear on the Services. If you believe that a User Profile listed on one of the Sites is unauthorized, fake, fraudulent, or otherwise improper or misleading, please send an email to the contact information provided in Section 29.
For purposes of these Terms, (a) “Content” means all text, images, photos, audio, video, graphics, reviews, location data, and all other forms of data, communication, or media, (b) “User Content” means Content that users submit or transmit to, through, or in connection with the Sites or Services, such as ratings, reviews, orders, favorites, photos, videos, media, messages, social media posts or Services, comments, and information that such user publicly displays or displayed in its User Profile, and including any electronic data or information with respect to a User’s customers, (c) “Company Content” means the definition herein ascribed to it in Section 6, (d) “Third Party Content” means Content that originates from parties other than the Company or users of any of the Sites or Services, which is made available in connection with the Sites or Services and not otherwise owned by us, and (e) “Site Content” means all of the Content that is made available in connection with the Sites or Services, including User Content, Third Party Content (and Third Party Material (as defined below)), and Company Content.
By submitting User Content, you represent, warrant and covenant:
- That you own, or have the necessary licenses, rights, consents, and/or permissions, and authorize the Company, its applicable affiliates, the Sites, the Services, and all users thereof, to use such User Content as necessary to exercise the licenses granted by you hereunder (including with respect to all patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights to your User Content, and to any other works that you incorporate into your User Content).
- That the creation, distribution, transmission, public display and performance, accessing, downloading, and copying of your User Content does not and will not infringe the proprietary rights or otherwise cause injury to any other person or entity, including any such person or entity using the Sites, Services, or otherwise, and that the Company is under no obligation to post any User Content that you provide and reserves the right to post our own versions of your User Content as Company Content in our sole discretion.
- That you will not post, transmit, broadcast, or otherwise make available any User Content that is unlawful, misleading, harmful, bigoted, offensive, profane, insensitive, obscene, lewd, lascivious, filthy, violent, tortious, libelous, slanderous, pornographic, threatening, abusive, harassing, tortious, defamatory, vulgar, invasive of another’s privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable (hereinafter, “Offensive Content”).
- That you are at least of legal age, being no less than eighteen (18) years old (or twenty-one (21) years old, as applicable), and you acknowledge that persons under legal age may not submit User Content to the Company, the Sites, or the Services.
- That the Company may, in its sole discretion, monitor the User Content you submit and any other communications that you may have, but is under no obligation to do so.
By submitting User Content, you acknowledge that you may expose yourself to liability if, for example, you User Content contains material that is false, intentionally misleading or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
License to User Content/Data
As between you and the Company, you retain ownership of the User Content that you post, submit, provide, or otherwise make available on or through the Sites or Services. However, by submitting your User Content, you hereby grant the Company and all Sites and Services, the following worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable and transferable rights and licenses:
- To host, cache, store, archive, index, crawl, create algorithms based on, modify, or transcode your User Content to media formats, standards, or mediums in any and all forms and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom.
- To use, license, sell, digitize, stream, store, distribute, exhibit, reproduce, commercialize, publicize, display, modify, adapt, edit, excerpt, communicate, translate, analyze, remove, prepare derivative works and compilations of, compress, transmit, integrate, insert, market, and promote your User Content in any and all forms and media and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom.
- To use your User Content, in whole or in part, for advertising, promotional, or commercial purposes, including without limitation, the right to publicly display, reproduce, and distribute your User Content in any and all forms and media and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom.
- To grant any rights or licenses to any third parties to do any of the foregoing in the above clauses (a) – (c) in connection with their own websites and media platforms.
You irrevocably waive, and cause to be waived, against the Company and its users, any claims and assertions of moral rights or attribution with respect to your User Content.
The Company does not guarantee the accuracy, integrity, quality, or authenticity of any User Content. You understand that by using the Sites and Services, you may be exposed to a small portion of Offensive Content that may be unpleasant, indecent, or objectionable to some viewers. Under no circumstances will the Company be liable in any way for any such Offensive Content, including, but not limited to, any errors or omissions in any Offensive Content, or any loss or damage of any kind incurred as a result of any Offensive Content uploaded, posted, transmitted, broadcast, transferred, or otherwise made available via the Company, the Sites, Services, or any related process or venue.
You hereby grant the Company the right and license to use any data, images, or information that is pushed or otherwise transferred to us through any of our APIs by you or by any third party on your behalf (“Licensed Data”) for any purpose relating to any of the businesses of the Company or for any purpose relating to the Sites or Services, including in connection with displaying any data, images, or information on the Sites. You acknowledge and agree that we shall have the right to reformat, improve, modify, adapt, derive, redisplay, and/or reprocess any of the Licensed Data and that we shall exclusively own all derivative works, graphical layouts, compilations, improvements, modifications, adaptations, analyses, and interpretations of the Licensed Data. Interpretations or translations of any of the Licensed Data prepared by the Company shall be owned exclusively by us.
Third-Party Websites and Content/Data
The Sites or Services may contain (or you may be sent via the Sites) links to other websites (“Third-Party Websites“) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content“). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Sites and Services or any Third-Party Content posted on, available through, or installed from the Sites and Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Sites or Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any websites to which you navigate from the Sites or Services or relating to any applications you use or install from the Sites or Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
As part of the functionality of the Sites and Services, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Sites; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Sites or Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Sites and Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, the Social Network Content may no longer be available on and through the Sites and Services. You will have the ability to disable the connection between your account on the Sites and Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Sites. You can deactivate the connection between the Sites and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
32. REGISTRATION, MEMBERSHIP AND PRODUCT SALES
As a registered User of the Company, you agree to receive emails promoting any special offer(s), including third party offers. The Company may, from time to time, send you a monthly newsletter. You may opt-out from receiving special promotions or our newsletter by emailing [email protected] or selecting to unsubscribe as may be provided in the applicable e-mail correspondence.
33. MONTHLY DELIVERY
As a Subscription member, each month, the Company will ship you a package with a different selection of items, that may consist of a selection from rolling papers, wraps, rolling accessories, glass pipes, or other smoking-related items (collectively, “Products”). Each month of your subscription, the selection of Products may change. Accordingly, the Company cannot guarantee that certain Products available in a particular timeframe will be available in any subsequent timeframe.
BY SUBSCRIBING YOU AGREE TO PAY THE MONTHLY SUBSCRIPTION FEE FOR THE PRODUCTS THAT ARE SUPPLIED EACH MONTH.
We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site and Services. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.
35. BILLING AND PAYMENT
The price of the Service, Subscriptions and/or Products is payable in full before delivery. We currently accept the following credit cards: Visa, MasterCard, American Express, or Discover (please check our Shipping & Return Policy). You will automatically be charged each month for your ongoing Subscription (each, a “Subscription Period”). If you have committed to a Subscription Period lasting longer than one month (e.g., a six month plan), you will automatically be charged each month during the applicable Subscription Period, even if you have cancelled your Subscription prior to the end of that Subscription Period. Further, unless you cancel your Subscription prior to the end of your then-current Subscription Period, at the end of that Subscription Period, your Subscription will automatically renew for an additional subscription period of the same amount of time.
For your convenience and continuous Subscription benefits as a member, if your payment method reaches its expiration date, you do not edit your credit card information and you have an ongoing Subscription, you authorize us to continue billing the credit card on file including extending the expiration date until we are notified by you or the credit card company that the account is no longer valid. We encourage you to constantly update your payment method information or cancel your membership should you wish to discontinue your monthly purchase of Products.
We use a third-party payment service in lieu of directly processing your credit card information. By submitting your credit card information, you grant the Company the right to store and process your information with the third party payment service, which it may change from time to time; you agree that the Company will not be responsible for any failures of the third party to adequately protect such information. All financial matters regarding your information are subject to the conditions of the third-party payment service provider’s terms of service. You acknowledge that we may change the third-party payment processors and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.
Billing and Payment is also subject to our Terms & Conditions.
36. SHIPPING AND RISK LOSS
Unless otherwise indicated at the time of your purchase, shipping and handling fees are included with your order for customers in the contiguous 48 states. Shipping dates and/or arrival times are only estimates. For loss/damage claims, you must notify the Company within ten (10) days of the date of receiving your purchase, if you believe all or part of your order is missing or damaged.
Replacement of products and credits to your account for shipped merchandise claimed as not received are subject to our investigation, which may include postal-service notification. We will adjust your account at our discretion. Repeated claims of undelivered merchandise may result in the cancellation of your membership.
37. RETURNS, EXCHANGES AND REFUND POLICY
The Company does its best to process and ship order quickly. Please note that once an order is placed, the Company may not be able to modify your shipping method.
If a product is defective, you may return it within ten (10) days of receipt and we will send you a new item or issue a refund once we receive the item and prove it defective. When returning products, it is your responsibility to take reasonable care to see that the products are not damaged in transit and are received by us at our address as displayed on the website. All refunds are subject to our shipping, return and exchange policies stated on our Shipping & Returns page. Refunds are at the sole discretion of the Company.
The Company is not responsible for any shipping issues from User errors during checkout for packages that are lost/stolen during transit. If the package was lost/stolen it is your responsibility to contact USPS and file a claim within thirty (30) days of the said delivery date. If the address is wrong and already shipped out, you will need to contact USPS to have the package sent back to us and then we will reship it out when you provide the correct address.
38. LOCAL TAXES
You may be charged local sales tax or VAT, if applicable.
39. INTERNATIONAL ACCESS
These Sites may be accessed from countries other than the United States. This Site and the Services may contain products or references to products that are only available within the United States and U.S. territories. Any such references do not imply that such Products will be made available outside the United States. If you access and use this Site outside the United States, you are responsible for complying with your local laws and regulations.
40. SUBSCRIPTION CANCELLATIONS
We work hard to make your Subscription satisfying; however, you may cancel your ongoing Subscription by emailing us at [email protected] You must cancel your Subscription before the end of your then-current Subscription Period.
YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL AND, IF YOU CANCEL YOUR MEMBERSHIP BEFORE THE END OF AN EXISTING SUBSCRIPTION PERIOD, YOU WILL BE CHARGED FOR THE REMAINDER OF THAT SUBSCRIPTION PERIOD.
YOUR SUBSCRIPTION WILL CONTINUE UNTIL YOU CANCEL AND, IF YOU DO NOT CANCEL YOUR MEMBERSHIP PRIOR TO THE END OF A SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR A NEW SUBSCRIPTION PERIOD OF THE SAME AMOUNT OF TIME.
All cancellation requests received after the first day of the Subscription Period will apply to the following Subscription Period.
41. SUBSCRIPTION TERMINATION BY THE COMPANY
The Company may terminate any User’s monthly subscription or access to our Sites or Services, including access to any online discussion forum or chat room, if any, in our sole discretion, for any reason and at any time, without prior notice. It is our policy to terminate Users who violate these Terms, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to our Site or Services.
42. MISUSE OF COUPONS, PROMOTIONS OR SPECIALS
The Company may terminate your membership and cancel or refund your orders in the event that the Company determines you have improperly used any coupons, promotions or specials against their intended usage.
43. REFER-A-FRIEND PROGRAM
The Company Refer-A-Friend program is only available to registered users of the Site and Services. The Company reserves the right to change the terms of the Refer-A-Friend program at any time without notice. Referral codes and the accrued referral bonuses are subject to invalidation if used deceptively or against their intended purpose. Users suspected of referral fraud are subject to account termination and revocation of any earned referral bonuses. The Company reserves the right to reject any referral bonuses for any reason.
44. AFFILIATE PROGRAM
Affiliates driving traffic primarily through coupon/discount/deal websites (e.g. RetailMeNot.com & CouponBirds.com) will have their Affiliate Rate adjusted from 15% to 2.5%. The Company reserves the right to adjust and/or terminate the Affiliate Rate, at our sole discretion and without notice, if the Company determines that Affiliate is misusing or abusing the Affiliate Program. The Company may further modify the terms and conditions of the Affiliate Program at any time at the Company’s sole discretion.