Violet.io, Inc. (referred to hereinafter as, “Violet.io”, or “Company,” or “We,” or “Us,” or “Our”), provides technological services that facilitate e-commerce transactions between channels, brands, and shoppers (the “Service”) through our APIs. The Service also includes transactions available through Our website located at Violet.io (“Site”).
By accessing the Services You agree to comply with this Agreement, and that Your visit and use of the Services, and any dispute directly arising out of Your use or misuse, will be governed by this Agreement.
1.1. Types of Users: Although anyone can access the Site, at the moment there are only three (3) types of users that are permitted to access and use our Service: Brand, Channel, and Shopper (“User Types”). Each User Type shall have a different (1) method of signing up for the Site and Service; (2) payment method, subscriptions and rates; and (3) obligations and liabilities, outlined herein. If You are not one of the listed User Types, You shall not be permitted to use the Site and Service. Read each User Type description carefully before accepting this Agreement. User Types are defined herein as:
1.2. Individual On Behalf of a Channel or Brand: If You are developing Applications that interact with Our Site or APIs on behalf of a Channel, or if You contract for services on behalf of another user, You represent and warrant that You have full legal authority to create an Application on behalf of the Channel or integrate a pre-existing store on behalf of a Brand, and bind that entity or additional user to this Agreement. If You are not authorized to act on behalf of a company, other entity or additional user, You shall not accept the terms of this Agreement, and You shall not create or develop an Application on behalf of someone else, nor can You access an account on behalf of someone else.
1.3. Minors. The Site and Services are available only for individuals who are thirteen (13) years of age or older, and the Company does not knowingly collect information from persons under the age of thirteen (13). If You are thirteen (13) or older but under eighteen (18) years of age or otherwise considered a Minor, (or the legal age of majority where You reside if that jurisdiction has an age of majority older than eighteen (18)), You must review the terms of this Agreement with Your parent or legal guardian to make sure that both You and Your parent or guardian understand and agree to this Agreement, and Your parent or legal guardian must accept this Agreement on Your behalf. If You are a parent or legal guardian agreeing to this Agreement on behalf of and for the benefit of a minor, then You agree to, and accept full responsibility for that minor's use or misuse of the Site and Service.
2. Limitations on Users and Currencies. Violet reserves the right to limit or deny, in their sole discretion, payments made by users from certain countries or locations (“Limited Locations”). We shall provide written notification to users who are attempting to pay or transact from these Limited Locations. Violet also reserves the right to deny the use of certain currencies, including digital currencies, in their sole discretion. Any currency conversion that is required for any transaction or sale on the Site shall be the responsibility of the payment gateway system We are using at that time.
3. Guarantee of Information on Site. We do Our very best to provide the most accurate information possible on Our Site and Service, but it is impossible to guarantee accuracy of all the information, data, products, and services discoverable on Our Site. Therefore, We do not, and at no point in time in the future, guarantee that Our information, data, products and services offered through our Site is bug-free, error-free, up to date, accurate, usable, or appropriate to Your needs. Your requests to Us govern the nature of the information that is made available to You via the Site and Services.
5. General User Rights and Obligations.
5.1. Generally. You may access the Site and use the Services solely in accordance with this Agreement. You agree to adhere to all laws, rules, and regulations applicable to Your use of the Site and Service.
5.2. APIs and Rate Notices. We make Our Service available through application program interfaces (APIs), and by extensions, plug-ins and similar technical interfaces, which are hosted by Us and made available to You based on Your subscription or purchase from Us. It is Your responsibility to ensure that calls You make to the Services are compatible with the then-current APIs, and that in so doing, You comply with the policies that We may publish from time-to-time regarding acceptable use of the APIs (“API Policies”). Violation of the API Policies shall be considered a breach of this Agreement. By using the Services You understand that there may be rate limits and restrictions to the data fields displayed per application or service utilizing the APIs. We will inform You of any applicable rate limits and restrictions in documentation or by email (“Rate Notice”). Your continued use after receipt of the Rate Notice shall be considered an acceptance of the rate limits and restrictions, and You shall comply with the new rate limits and restrictions to the data fields at all times. Failure to comply with the new rate limits and restrictions shall be considered a material breach of this Agreement.
5.3. Information Provided by All User Types. Depending on User Type, You may be required to create login credentials when You subscribe to the Service. In order to access some of the features of the Service and Site, You will provide Us with information about You, including but not limited to, Your email address, password, contact information, bank account information, and other personal identifying information (“User Information”). You acknowledge and agree to the following:
5.4. All User Types’ Additional Responsibilities. Regardless of Your User Type, You shall:
5.5. All User Types’ Prohibited Activities. You agree that in using the Services You will not, and will not attempt to:
6.1 Products. A Brand provides products and services intended to be sold to Shoppers and other similar buyers of Brand’s goods and services.
6.2 Guarantee of Products. Brands shall only sell products that they have the rights, title, authority or ownership to. Brands shall describe all products intended to be sold on or through the Site with accuracy and clarity, and shall not knowingly misrepresent the quality, status, or condition of the Product(s). Brand shall only sell products that the Brand is in possession of. Brand shall not sell counterfeit or fake products on or through the Site or Service. Brand’s violation of this provision, in any way, shall be considered a material breach of this Agreement, and shall lead to suspension of Brand’s account/profile. We are not liable for the accuracy of any product(s) or data provided by Brands in the process of a sale that is facilitated by Channels.
6.3 Order Fulfillment and Shipping Date(s). If and when a Brand’s product is sold on or through the Site, the Brand shall deliver the sold product(s) within the designated and stated delivery period as designated by the Brand’s linked ecommerce system (“System of Record”) at the time of purchase. We shall not be liable for any delay or failure, for whatever reason, to deliver the purchased product(s) to the rightful Shopper. Brand shall be solely liable for any claim(s) that arise, directly or indirectly, out of the delay or failure to deliver the purchased product(s) to the rightful Shopper. Brand shall designate and state reasonable shipping and delivery dates for each product intended to be sold on the Site by Brand.
6.5 Partial Refund and/or Exchanges. Should a return take place at any point for the exchange of another product of equal or lesser value, the Brand shall follow the exchange process as outlined by Violet for their ecommerce platform of record located here. If the new product purchased is of equal value to the product being returned, then no funds will be returned. If the new product is of lesser value than the product being returned, the Brand may initiate a partial return based on, for which those funds will be returned to the necessary parties by Violet. If the new product is of greater value than the product being returned, Violet cannot refund or exchange the product(s) unless a full return is initiated and the new product(s) purchased.
6.6 Incorrect Return or Refund. If Brand initiates an incorrect refund or return, including but not limited to a return for store credit that was executed in the System of Record as a full refund, the Brand shall request a manual reversal of the incorrect refund by contacting Violet directly by email. If the reversal is granted, a charge of fifty-percent (50%) of the refund will be charged to the Brand.
6.7 Store Credit for Returns. Brand shall have no obligation to Shopper or Channel, should a return take place for store credit. No funds will be returned to any user. Should the Brand prefer an action to take place in the ecommerce System of Record for any reason, they are required to follow the Returns Policy outlined by Violet here. 6.8 Responsibilities. Brand shall provide accurate pricing, imagery, photographs, and descriptions of the product(s), as well as accurate and reasonable delivery/shipment dates for each product. We shall not be liable for any inaccurate or misrepresentation, material and non material, of the product(s) sold by Brands. Any fraud or misrepresentation shall be considered a material breach of this Agreement.
6.9 Channel Commission. We provide each Brand with the ability to set a commission to give to each Channel (“Channel Commission”), which shall be a percentage of the subtotal of each individual product sold by Brand. Brands may set the Channels Commission by accessing the admin of the Site.
6.10 Channel Commission Deposit. Once the transaction has been completed, Violet shall deposit the Channel Commission into the rightful Channel Stripe account (“Channel Commission Deposit”). The Channel Commission Deposit shall remain in the Channel’s Stipe account for at least thirty (30) business days (“30 Day Channel Commission Deposit Period”). After the 30 Day Channel Commission Deposit Period expires, those funds shall be made available for deposit into Channel’s bank account.
6.11 Violet Transaction Fees. At the time of a transaction, a transaction fee, not exceeding three percent (3%) of the sub total cost of the purchase price (before taxes, shipping, etc.) will be collected by Violet (“Violet Transaction Fee”).
6.12 Payment Gateway Fees. At the time of a transaction, a credit card processing fee, not exceeding two point nine percent plus thirty cents (2.9% + $0.30) of the grand total cost of the purchase price (after taxes, shipping, etc.) will be collected by Stripe ("Payment Gateway Fee").
6.13 Brand’s Limited License to the Service and Site. We hereby grant You a limited non-exclusive, non-transferable, non-sublicensable license to read and access the Service, Site and any information and materials contained within the Site or Service, in accordance with the terms of this Agreement. Without limiting the foregoing, You may not reproduce, modify, redistribute, sell, copy, reverse engineer, or otherwise use the Service or Site, or any of Our information or materials in any other way, unless expressly permitted by Us in writing.
7.1 Service. A Channel provides Applications or experiences, in which products may be sold, intended to be used by the broader public.
7.2 Guarantee of Service. The Channel must represent the products accurately based upon the data received from Violet. Any misrepresentation of a product shall be considered a material breach of this Agreement.
7.3 Security. Channels shall be solely responsible for the security of their own API keys, and any use or misuse of their account arising out of Channel’s failure to keep their keys secure and confidential. We shall provide Channel with written notice of any actual security breach that does not arise from Channel’s breach of this section. Channel shall use all efforts to keep their User Information, keys, Login Credentials and the like secure. Channel shall not give any third-party access to their account.
7.4 Shopper Information. Channels are solely responsible for the use or misuse of any information or data received from a Shopper on the Site. We are not responsible for the loss, damage, misuse, unauthorized use, wrongful dissemination, illegal use of any information received by Channel from Shopper.
7.5 Payment. Violet shall have access to Channels’s accounts in the event that We need to facilitate a reversal on a refund, return, bank charge reversal, conversion issue. If there is a refund, return, bank charge reversal, or reverse transaction request made to the Channel by the Shopper, the Channel shall not deactivate or delete their account on the Site or with Stripe, until the pending reversal, return, bank charge reversal, or refund is successfully completed.
7.6 Channel Commission. Channel shall only receive any and all Channel Commissions after the 30 Day Channel Commission Deposit Period. Channel Commissions shall be held by the third party payment gateway during the 30 Day Channel Commission Deposit Period.
7.7 Transaction Fees. At the time of a Brand transaction, Violet collects a transaction fee for the serice and to pay various credit payment processing fees, platform fees, or other fees facilitated by Violet. Although the fee is assessed to the Brand, Channels are advised such fees do not apply to the Channel’s payout.
7.8 Returns. Returns triggered within thirty (30) days of the time of purchase will result in a complete refund to all parties in the transaction. Any amount required to be withdrawn from a Channel’s account will be facilitated by Stripe. Should there be a complication, the Channel is responsible for repayment of these funds to Violet.
7.9 License to Channel Material. By accepting this Agreement, You grant Us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license to (a) use, perform, and display Your application, and its content for purposes of marketing, promoting, demonstrating, and answering inquiries, and (b) link to and direct members to your Application.
7.10 Channel’s Limited License to the Service and Site. We hereby grant You a limited non-exclusive, non-transferable, non-sublicensable license to read and access the Service, Site and any information and materials contained within the Site or Service, in accordance with the terms of this Agreement. Without limiting the foregoing, You may not reproduce, modify, redistribute, sell, copy, reverse engineer, or otherwise use the Service or Site, or any of Our information or materials in any other way, unless expressly permitted by Us in writing.
8.1 Shopper Account. Shoppers are not required to create an account with Us in order to make use of the Site and Service. Shoppers can use the Site and Service by using a guest checkout option, where no Login Credentials are required. Therefore, no information is taken and/or stored directly from You. Shoppers who purchase a product facilitated through the Site or Service shall provide information to be processed through Our then-current third party payment gateway.
8.2 Indirect Shopper Data Acquired. However, through Shopper’s use of the Site and Service, We may indirectly receive information and data from Shopper’s use of the Site, Service and payment information for products bought on the Site through Channels, such as, without limitation, personal information, names, addresses, email addresses, location, gender, age, IP addresses, credit card information (“Shopper Data”). We will only use Shopper Data for business purposes, feedback implementation, recording transactions, and shall not sell, copy, reproduce, or exploit the Shopper Data acquired and stored. Stripe may also acquire and store Shopper Data through Shopper’s use of Stripe for a purchase. However, We are not responsible for the Shopper Data that Stripe acquires and uses. Similarly, Channels on the Site may acquire and store Shopper Data. However, We are not responsible for the use, misuse, storage, and acquisition methods of Shopper Data by Channels, third parties on the Site and Stripe.
8.3 Shopper Data Deletion Request. Shopper may request that any and all Shopper Data acquired and stored be deleted upon a written request (“Shopper Data Deletion Request”). Upon receiving a written Shopper Data Deletion Request from Shopper, We shall delete Shopper Data or provide a written response as to why We cannot delete such Shopper Data. We cannot guarantee that deletion of the Shopper Data from our Site will also delete any Shopper Data collected through or on Our servers, Stipe, or other third-party services or sites associated with Us that receive Shopper Data.
8.4 Chargebacks. If a Shopper initiates a chargeback for any reason, Violet reserves the right to determine the root cause of the chargeback, and, if necessary, to place a charge of thirty dollars ($30) to the party at fault, in addition to whatever amount is due to the financial institution requesting the chargeback.
8.5 Guarantee of Products. Violet.io does not guarantee the quality or condition of the products purchased on or through the Site by Brands or Channels.
8.6 Refunds. Shopper shall initiate all refunds, exchanges, and/or returns with the respective Brand and/or Channel. Any amount required to be withdrawn from a Channel’s account will be facilitated by Stripe. Should there be a complication, the Channel is responsible for repayment of these funds to Violet.
8.7 Partial Refund and/or Exchanges. Should a return take place at any point for the exchange of another product of equal or lesser value, the Brand shall follow the exchange process as outlined by Violet for their ecommerce platform of record located here. If the new product purchased by Shopper is of equal value to the product being returned, then no funds will be returned. If the new product is of lesser value than the product being returned, the Shopper may be entitled to a partial return. If the new product is of greater value than the product being returned, Violet cannot refund or exchange the product(s) unless a full return is initiated and the new product(s) purchased.
8.8 Store Credit. Shopper may receive store credit in return for a product return. We are not liable or responsible for store credit amounts, and Shopper shall initiate all store credit requests with Brand and/or Channel directly.
10. Ownership Grants and Intellectual Property.
10.1. Intellectual Property. The Site and Service consist of copyrighted and other proprietary information and materials owned by Us. We reserve all rights, titles, and interests in and to the Site and Service, and all of Our proprietary and confidential information, and materials provided to You through the Site and Service, including any related intellectual property rights. You obtain no right, title, or interest under this Agreement in or to the Site or Service, nor to any information or materials You receive from Us.
10.2. Feedback. While using the Site and Service, You may from time-to-time provide Us certain materials, communications, suggestions, comments, improvements, ideas or other feedback to Us related to Our Site and/or Service (“Feedback”). You hereby grant to Us all rights, titles and interests in and to any Feedback that You make to Us concerning the Site and/or Service. In the event this grant is not sufficient for Us to fully realize and use the Feedback, You grant Us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Site and Service any of Your Feedback. By providing Feedback, You are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
10.4. Our License to Your Content. By providing Your Content, You hereby grant Us a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to distribute and to deliver the Site and the Service to others, or as you otherwise direct us via the Service. In addition, you hereby grant us the right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, display, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice Your Content, as well as all modified and derivative works thereof in connection with the Site and/or Service. We may sublicense and/or assign Your Content to third parties with your written consent. To the extent permitted by applicable laws, You hereby covenant not to assert against Us any moral rights You may have in any of Your Content. You agree that We may use and/or display Your Content for Our marketing, promotions and display on the Site and Service without Your written consent, and you expressly permit us to display your name and logo, provided that we abide by any branding guidelines you provide us in writing.
10.5. Right to Approve of and Remove Content. Any of Your Content You provide Us that is intended to be posted on the Site, or anywhere within the Services viewable by others, is subject to Our approval, which shall not be unreasonably withheld. We may withhold such approval for any reason, including but not limited to, if We believe Your Content may violate this Agreement, any law, or the rights of any third party. Without limiting the foregoing, We reserve the right to remove any of Your Content posted onto the Site or within the Services for any of the reasons listed in the previous sentence, even if We previously approved that portion of Your Content. Although We reserve the right to approve of and remove Your Content, We have no obligation to police You or any of Your Content. The Company takes the rights of others very seriously: if You have any concerns that any content on the Site is improper or infringing (“Infringing Content”), please contact us at firstname.lastname@example.org, and if You would like the Infringing Content to be investigated for removal, please provide:
10.6. Third Party Content and Your Submissions. Some of the data and other content that is made available to You via the Site and/or Service may be provided by a third party with the intent that it be used by You (“Third Party Content”). Such Third Party Content remains the property of the uploader/poster. No license or transfer of interests, rights, or titles shall be granted by using the Third Party Content on the Site or through the Service. Similar to the Third Party Content, You retain ownership to the content and submissions You post to public areas of the Site, or provide, whether by Application or otherwise, with the intent to allow access by third parties via the Services (“Your Submissions”), such as, without limitation, posts You make to developer forums, provided that You may by posting grant rights to such third-parties.
10.7. Trademarks. The trademark in Our name, Violet.io, or similar marks, logos, service marks, trade dress, or graphics of Ours used in connection with the Site and/or Service are registered trademarks and Your access to Our trademarks through the Site and Service, shall not be grant of right or license in any of these trademarks, unless otherwise provided in this Agreement.
10.8. Third Party Content or Resources. The Services may include third party content and/or hyperlinks to websites, resources, or content owned or operated by third parties, over which We have no control. We are not responsible for the accuracy or availability of such third-party content or such sites or resources or for any content, advertising, products, or material on or available from such third party's sites or resources. We are not responsible or liable for any damages that You may incur, directly or indirectly, as a result of Your use of, and/or in reliance upon, any such third-party content, sites, or resources. In furtherance of the foregoing, You are responsible for reviewing such third party’s policies regarding use and/or reliance upon such third-party content, sites, or resources.
11. DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SERVICES, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE. THE INFORMATION PROVIDED THROUGH THE SERVICES IS FOR GENERAL EDUCATION AND ILLUSTRATIVE PURPOSES ONLY, AND IS NOT INTENDED AS SPECIFIC ADVICE OR CONSULTATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. SOLELY TO THE EXTENT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
12. LIMITATION OF LIABILITY.
WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHERWISE UNFORSEEABLE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, CONTENT, DATA, SECURITY OF DATA, OR LOSS OF OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE INFORMATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY LIABILITY OR DAMAGES ARISING IN CONNECTION WITH OR RESULTING FROM:
IN ANY CASE, OUR AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO $100.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. SOLELY TO THE EXTENT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
13.1. Indemnification Obligation. You shall defend, indemnify and hold Us harmless from and against any and all third-party claims, damages, losses, liabilities, demand, costs and expenses (including reasonable attorneys' fees and costs), relating to or arising, directly or indirectly, in whole or in part, from:
We reserve the right to assume, at Our sole discretion, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and You agree to fully cooperate with Us in the defense of any such claim, action, settlement, or compromise negotiations, as requested by Us. In no event will You settle any claim or action without Our prior written approval.
13.2. No Action During Investigation. You agree not to sue Us as a result of Our decision to withhold approval of or remove Your Content, to warn You, to revoke or suspend Your User Account, or to take any other action during the investigation of a suspected violation or as a result of Our conclusion that a violation of this Agreement has occurred.
14. Term and Termination.
14.1. Duration of Terms. The duration of these Terms (the “Term”) will be from the date upon which you agree to and accept the terms of this Agreement, and will continue until terminated as set forth below. If You were formerly a user type, such as a Shopper, and subsequently use the Service and Site in another capacity, such as a Channel, You may be subject to additional terms in relation to Your subsequent use.
14.2. Your Termination Rights. You may terminate this Agreement by discontinuing use of Our APIs, Site or Service, provided, however, that any terms which by their nature survive termination shall continue in effect notwithstanding Your termination pursuant to section 14.6.
14.3. Suspension; Termination. We may suspend or terminate Your use of all or any of the Services at any time if We have reason to believe that You have or will violate the terms of this Agreement, or, in our sole discretion, we believe the availability of the Services in Your Application is not in Your or Our best interests. We may discontinue the availability of some or all of the Services at any time for any reason. We shall provide you with thirty (30) days’ notice unless We discontinue such availability to protect the security or integrity of the Services and related offerings, to address user security or user privacy issues, for legal compliance reasons, or to the extent necessary to mitigate damages in relation to third party litigation. We may also impose limits on certain features and services or restrict Your access to some or all of the Services. Although We will endeavor to provide prior notice of Our exercise of Our rights pursuant to this Section, it may not be practical or commercially reasonable in all circumstances. Accordingly, all of Our rights in these terms of this Agreement may be exercised without prior notice or liability to You, unless stated otherwise.
14.4. Termination for Cause. Either party to this Agreement may terminate this Agreement: (a) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 days thereof; (c) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (e) upon the occurrence of a material breach of the terms of this Agreement by the other party, if such breach is not cured within ten (10) days after written notice identifying the matter constituting the material breach is provided by the non-breaching party.
14.5. Effect of Termination. Upon termination of this Agreement:
Notwithstanding the above, each party may retain a copy of this Agreement and such other confidential information of the other party as reasonably required for legal and auditing purposes. We may request that you certify in writing Your compliance with this Section.
14.6. Survival. The sections which, by their nature, shall survive the termination or expiration of this Agreement, include, without limitation: 10 [Ownership], 11 [Disclaimer and Warranties], 12 [Limitation of Liability], 13 [Indemnity], and 16 [General Terms].
15. Service Availability.
15.1. Uptime Expectations. The Services and Site are are expected to be available for use as often as possible, excluding scheduled downtime. “Available for use” means the Services and Site are able to receive, process, transact, store and transmit your requests.
15.2. Scheduled Downtime. “Scheduled downtime” means a period of not more than one hour between 6am and 6pm Pacific Time, or not more than four hours between 6pm and 6am, which We notify You of not less than 24 hours in advance.
16. General Terms.
16.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, as if performed wholly within the state and without giving effect to the principles of conflict of law.
16.2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, invalid or unenforceable, the provision shall be modified by the court and interpreted so as best to accomplish the objectives and intent of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the remainder of the Agreement will remain in full force and effect.
16.3. Assignment. You may not assign, delegate or sublicense any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent. Any assignment or transfer in violation of this Section will be void.
16.4. No waiver. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision or of any other right or provision. All waivers must be in writing to be effective.
16.6. Notices to You. We may provide You with notices regarding the Services, including changes to this Agreement, by email to Your email address (and/or other alternate email address associated with Your Account if provided), by regular mail, or by postings on the Site. Notices that are provided by posting on the Website will be effective three (3) days after posting. Notices that are provided by email will be effective when We send the email. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address then associated with Your account when We send the email, whether or not You actually receive the email.
16.7. Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
16.8. Electronic Transactions. You consent to receiving electronic communications and notifications from Us in connection with your use of the Services and this Agreement. You agree that any such communication will satisfy any legal communication requirements, including that such communications be in writing.
Last modified on January 11, 2019