TERMS OF SERVICE
Effective Date: 11/4/2014
This website, computing application, and the data, services, information, tools, functionality, updates and similar materials delivered or provided thereby, and all materials and goods sold or provided therethrough (collectively, the “Service”), are supplied by Please and Carrots, LLC. (“PAC”, “us” or “we”) subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions Agreement (the “Agreement”). By accessing the Service, purchasing any products from the Service or otherwise entering into this Agreement, you are creating a binding contract with PAC.
PAC may revise or update this Agreement by posting an amended version through the Service and making you aware of the revisions. Your use of the Service following an update to this Agreement (or other acceptance method) is considered acceptance of the updated Agreement. If you do not accept the changes, you must stop using the Service.
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, PAC hereby grants you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to use and access the Service only on your computing device for personal use. No rights not explicitly listed are granted.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
2. Copyright Policy
3. Complaint Policy (including Privacy and Trademark)
IMPORTANT NOTICES; AVAILABILITY; DISCLAIMER
While we make reasonable efforts to ensure that the Service remains available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.
The Service may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.
Any articles, recommendations, posts, advice, summaries or other information of materials posted to the Service are FOR INFORMATIONAL PURPOSES only, and are not to be construed or treated as medical, healthcare, counseling, therapy or personal advice. Always consult with a physician or qualified professional before making medically significant decisions.
RULES OF CONDUCT
Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You agree that you will not violate any applicable law or regulation in connection with your use of the Service. Without limiting the foregoing, you agree that you will not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (“Content”) that:
- is unlawful or encourages another to engage in anything unlawful;
- contains a virus or any other similar programs or software which may damage the operation of PAC’s or another’s computer;
- violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, or other intellectual property right of any party; or,
- is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening, bullying or otherwise objectionable.
You must keep your user name and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account or profile by others.
You further agree that you will not do any of the following:
- modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
- interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
- transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
- attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- harvest or collect the email address or other contact information of other users of the Service;
- scrape or collect content from the Service via automated means;
- submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to PAC;
- register for more than one user account; or,
- impersonate any other person or business.
You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.
Notwithstanding the foregoing rules of conduct, PAC’s unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.
CONTENT SUBMITTED OR MADE AVAILABLE TO PAC
You are under no obligation to submit anything to us or to make any Content available through the Service. Unless otherwise noted, we will not claim ownership of any Content. If, however, you choose to submit any Content to the Service, or otherwise make available any Content through the Service, you hereby grant PAC a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Content in connection with the Services, including without limitation distributing part or all of the Content in any media format through any media channels, as well as to commercially use the rights of publicity, persona, image and name of the individuals depicted in such Content within the Service and incident to the Service.
By submitting any Content or Submissions to PAC, you hereby agree, warrant and represent that: (a) you are authorized to submit the Content or Submission to us for republication through the Service, and you have secured any necessary licenses or permissions from rights owners relating to the Content or Submission, including but not limited to copyright licenses or licenses to rights of publicity; (b) the Content and Submissions do not contain proprietary or confidential information; (c) the provision of the Content and Submissions, and their use by PAC in connection with the Service, is not and will not be a violation of any third-party’s rights; (d) all such Submissions and Content are accurate and true; (e) PAC is not under any confidentiality obligation relating to the Content or Submissions; (f) PAC shall be entitled to use or disclose the Content or Submissions in any way; (g) you are not entitled to compensation in exchange for the Submissions or Content, and (h) are not entitled to attribution relating to the Submissions or Content
You acknowledge that PAC is under no obligation to maintain the Service, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material.
CONTENT SHARED THROUGH THE SERVICE
The Service may make it possible for you to choose to share certain information with the public. There are a number of ways in which you can control how much information is shared with the public, and PAC will make efforts to comply with your instructions from the options provided to you by PAC. You understand that by designating information to be shared through the Service, you may be revealing information that you choose to share. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that PAC shall not be held responsible, and PAC shall be released and held harmless by you from any liability or damages arising out of such conduct.
SUBSCRIPTION AND PURCHASE TERMS
We use a third-party payment processor (the “Payment Processor”) to bill you through an online account for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of the Services in accordance with the purchases you have made through the Services, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
If you purchase a subscription, it may result in recurring charges to your payment card or method, and you agree that PAC may charge such amounts until such a time as your subscription expires or you cancel the subscription, depending on the subscription type. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO My Account.
If you wish to cancel your subscription, you may do so at any time through your account. Any charges incurred prior to cancellation are non-refundable.
The risk of loss relating to any products purchased through the Service passes at the time we delivery the products to the carrier used for delivery.
Your purchases will be delivered to the address indicated in your account or at the time of purchase. Please ensure the correct address is used and that a suitable individual is present to receive the shipment. PAC is not responsible for incorrectly entered shipping information or any delivery issues resulting from an unattended delivery location.
For more information about our pricing, delivery and sales, please see our FAQs, which are incorporated herein by reference.
PAC’S INTELLECTUAL PROPERTY
PAC’s graphics, logos, names, designs and service names are trademarks, trade names and/or trade dress of PAC. The “look” and “feel” of the Service are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are the property of PAC or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain the sole and exclusive property of PAC and/or its licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
From time to time, PAC may distribute exclusive content to you in connection with your purchase of any products through the Service. Such materials will be labeled as “exclusive”, “subscriber only” a similar designation identifying such materials as being exclusive to subscribers to the Service (the “Exclusive Materials”). You agree that the Exclusive Materials are confidential to subscribers, and you agree not to publish the Exclusive Materials (on the internet or otherwise) or publicly distribute the Exclusive Materials.
ENFORCEMENT AND TERMINATION OF SERVICES
PAC reserves the right to deny all or some portion of the Service to any user, in PAC’s sole discretion, at any time.
Without limiting the foregoing or assuming additional legal obligations, PAC has a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. All grants of any rights from you to PAC related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
LINKS AND THIRD-PARTY CONTENT
The Service may contain links. Such links are provided for informational purposes only, and PAC does not endorse any website or services through the provision of such a link.
The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties. PAC does not endorse any third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by PAC.
DISCLAIMERS AND LIMITATION ON LIABILITY
YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE, AND ANY PRODUCTS PURCHASED THROUGH THE SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PAC, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM PAC SHALL CREATE ANY WARRANTY.
USE OF THE SERVICE AND ANY PRODUCTS PROVIDED THROUGH THE SERVICE IS AT YOUR SOLE RISK. PAC DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PAC OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIER (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF PAC AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither PAC nor any of the Related Parties shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that PAC causes you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
You agree to defend, indemnify and hold PAC and its suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service, (b) your use of the Service, (c) your violation of the Agreement, and (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of Service.
DISPUTES, GOVERNING LAW AND JURISDICTION
You agree that any claim or dispute arising out of or relating in any way to your use of the Service or any service provided by PAC, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address:
Attn.: Scott Smedresman, Esq.
McCarter & English LLP,
245 Park Ave.,
New York, NY 10167.
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
You and PAC agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and PAC agree that parties have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that PAC may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Services, or to PAC, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.
POLICIES FOR CHILDREN
The Services are not directed to individuals under the age of 13. You must be over the age of 13 to use the Service. In the event that PAC discovers that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission’s website (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Service Provider for more information.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and PAC as a result of this Agreement or your use of the Service.
Assignment. PAC may assign its rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without PAC’s prior written consent, and any unauthorized assignment by you shall be null and void.
Attorneys’ Fees. In the event any litigation is brought by PAC in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: firstname.lastname@example.org.
Equitable Remedies. You hereby agree that PAC would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and PAC with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
For Copyright Policy click here