Urban Dearest General Terms of Use

Last updated May 15, 2016

These terms govern your use of our website or services (collectively, “Services”). By using the Services, you agree to these terms.

1. How this Agreement Works.

1.1 Choice of Law. Your relationship is with Urban Dearest, Inc., a United States company, and the Services are governed by the law of California, U.S.A. You may have additional rights under the law. We do not seek to limit those rights where it is prohibited by law.

1.2 Eligibility. You may only use the Services if you are (a) over 13 years old and (b) allowed by law to enter into a binding contract.

1.3 Privacy. The Privacy Policy at http://urbantotsorganics.com/privacy-policy governs any personal information you provide to us. By using the Services you agree to the terms of the Privacy Policy.

1.4 Modification. We may modify, update, or discontinue the Services (including any of their portions or features) at any time without liability to you or anyone else.

2. Use of Service.

2.1 License. Subject to your compliance with these terms and the law, you may access and use the Services.

2.2 Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services. We reserve all rights not granted under these terms.

2.3 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback. 

3. Account Information.

You are responsible for all activity that occurs via your account. Please notify Customer Support immediately if you become aware of any unauthorized use of your account. You may not (a) share your account information or (b) use another person’s account.

4. User Conduct.

4.1 Responsible Use.  You must use the Services responsibly.

4.2 Misuse. You must not misuse the Services or content that we provide to you as part of the Services. For example, you must not:

(a) copy, modify, host, stream, sublicense, or resell the Services or content;

(b) enable or allow others to use the Service or content using your account information;

(c) use the content included in the Services to construct any kind of database;

(d) access or attempt to access the Services by any means other than the interface we provided or authorized;

(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;

(f) share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);

(g) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;

(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(i) attempt to disable, impair, or destroy the Services;

(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),

(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;

(l) place advertisement of any products or services in the Services;

(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or

(n) violate applicable law.

5. Fees and Payment.

5.1 Taxes and Third-Party Fees. You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). We are not responsible for these fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.

5.2 Credit Card Information. If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

6. Your Indemnification Obligations.

You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your use of the Services or your violation of these terms.

7. Disclaimers of Warranties.

7.1 The Services are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services will be effective, accurate, or reliable; (c) the quality of the Services will meet your expectations; or that (d) any errors or defects in the Services will be corrected.

7.2 We specifically disclaim any liability for any actions resulting from your use of any Services. You may use and access the Services at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service.

8. Limitation of Liability.

8.1 We are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Services. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.

8.2 Our total liability in any matter arising out of or related to these terms is limited to US $10 or the aggregate amount that you paid for access to the Service during the three-month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.

8.3 The limitations and exclusions in this Section 8 apply to the maximum extent permitted by law.

9. Termination.

9.1 Termination by You. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.

9.2 Termination by Us. If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. We may at any time terminate these terms (and your access to Services) with you if:

(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);

(b) you fail to make the timely payment of fees for the Services, if any;

(c) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);

(d) we elect to discontinue the Services, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or

(e) there has been an extended period of inactivity in your free account

  9.3 Survival. Upon expiration or termination of these terms, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive.

10. Investigations.

We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.

11. Dispute Resolution.

11.1 Process. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or we must resolve any claims relating to these terms or the Services through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.

11.2 Rules. JAMS will administrate the arbitration in San Francisco County, California pursuant to its Comprehensive Arbitration Rules and Procedures. There will be one arbitrator that you and we both select. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.

11.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

11.4 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

12. Modification.

We may modify these terms to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We will post notice of modifications to these terms on this page. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised terms. 

13. Miscellaneous.

13.1 English Version. The English version of these terms will be the version used when interpreting or construing these terms.

13.2 Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.

13.3 Entire Agreement. These terms constitute the entire agreement between you and us regarding your use of the Services and supersede any prior agreements between you and us relating to the Services.

13.4 Non-Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.

13.5 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

13.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.

14. DMCA.

We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).