Terms of service
Last revised: 12-20-2020
Welcome to Underoutfit website, underoutfit.com (the "Site").The Site is operated by Underoutfit, Inc., its affiliates and assignees ("Underoutfit"). Throughout the Terms, the terms “we”, “us” and “our” refer to Underoutfit. Underoutfit offers this Site, including all information, tools and services available from this Site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
1. Acceptance of the Terms
By visiting our Site, downloading our mobile application, if and when available (the "App"), opening an Account and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the #site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website and/or the App. By accessing or using any part of the Site, the App, and/or using our Service, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, or if you do not possess the legal capacity to enter into these Terms of Service, please do not access the website, or the App, or use any services in any manner.
The Service is available only to individuals who (a) are at least eighteen (18) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law. You hereby represent that you possess the legal authority to enter into these Terms of Service and to form a binding agreement under any applicable law, to use the Site and App in accordance with these Terms of Service, and to fully perform your obligations hereunder.
Any new features or tools which are added to the current SITE or the App shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Site, and to our App. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site or to the App following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc.. ("Store") They provide us with the online e-commerce platform that allows us to sell our products and services to you.
2. The Service
The Terms govern the following service provided by Underoutfit:
- Users may access our Site and/or App to receive information regarding our products, open an Account, review other users' comments and reviews, sign up for product waitlists; and/or
- Users who may purchase products online via our online Store, all subject to the Terms.
The Site, the App, and the Service may provide you with comprehensive information regarding, inter alia, the Company's business, products, Service, as well as any other content related thereto such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Service, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Service (collectively, the “Content”).
3. General Conditions
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, the Service, or the App, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
4. Accuracy, Completeness, and Timeliness of Information
We are not responsible if information made available on this Site and on the App is not accurate, complete or current. The material on this Site and on the App is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Site or on the App is at your own risk.
This Site and the App may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Site or App at any time, but we have no obligation to update any information on our Site or App. You agree that it is your responsibility to monitor changes to our Site and App.
5. Modifications to the Service and Prices
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
6. The Products
Certain products may be available exclusively online through the Site and through the App. These products may have limited quantities and are subject to return or exchange only according to our Return and Refund Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right but are not obligated, to limit the sales of our products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product made on this Site is void where prohibited.
We do not warrant that the quality of any products, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
7. Accuracy of Billing and Account Information
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
Your Account is password protected. In order to protect the security of your information available on your Account, to the greatest extent possible, you must safeguard and not disclose your Account username and password and you must supervise the use of such an Account.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our Store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE PASSWORD AND ACCOUNT AND FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT. If we in good faith believe you have created an Account impersonating another person, business or user, such an Account may expose you to civil and/or criminal liability.
You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Underoutfit. You must notify us immediately of any unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your Account or any other breach of security.
If you wish to either change your log-in details or cancel and remove your Account, please send us an e-mail of your request to: firstname.lastname@example.org. Your Account will terminate within a reasonable time following your request, and from that date of termination, you will no longer be able to access your Account. Note that you will be able to edit or remove, at any time, any information contained in your personal Account. You may do so by using the edit button.
CANCELLING OR TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
Underoutfit may, at its sole discretion, round up or round down amounts that are payable from Users to the nearest whole functional unit in the currency in which payment is made (i.e. to the nearest dollar). Payments are currently accepted and processed solely in U.S Dollars.
9. Optional Tools
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Site and through the App is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new products, services and/or features through the Site and through the App (including, the release of new tools and resources). Such new products, features and/or services shall also be subject to these Terms of Service.
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this Site and on the App may direct you to third-party websites or applications that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials, websites or applications, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.11. User Generated Content
The Service enables Users to upload Feedback, ratings, chats, and other comments, texts, images, photos, videos audio clips, information, data and any other materials (collectively, the “User Generated Content”).
The following terms apply to your User Generated Content:
- You represent and warrant that (1) you are the rightful owner of the User Generated Content or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the licensors of such User Generated Content and (2) that such User Generated Content does not infringe any third party's intellectual property rights, privacy rights or publicity rights.
- THE USER GENERATED CONTENT THAT YOU UPLOAD IS PUBLICLY AVAILABLE TO OTHER USERS; AND, THEREFORE, IS DEEMED NON-CONFIDENTIAL AND YOU HEREBY WAIVE ANY PRIVACY RIGHTS AND PUBLICITY RIGHTS (AS APPLICABLE) WITH RESPECT THERETO.
- You understand and agree that you are solely responsible for your User Generated Content and the consequences of posting or publishing such User Generated Content. Underoutfit will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading any User Generated Content.
- You agree that you will not post or upload any User Generated Content containing content which is unlawful for you to possess, post or upload in any country in which you are resident, or content which would be unlawful for Underoutfit to use or possess in connection with the Service.
- Although Underoutfit has no obligation to screen, edit or monitor any of the User Generated Content, Underoutfit explicitly reserves the right, at its sole discretion, to remove, edit, or disable the access of, any User Generated Content available on the Service at any time without giving any prior notice and for any reason.
- Underoutfit takes no responsibility and assumes no liability for any User Generated Content uploaded, posted, published or made available by you or any third party in the Service, or for any loss or damage thereto, nor is Underoutfit liable for any mistakes, defamation, libel, falsehoods, obscenities or pornography you or any other third party may encounter.
- Underoutfit may create limits on the use of the Service, including limitation on size and storage space available for Users to upload User Generated Content.
- As a viewer of the User Generated Content, you agree that if you find that any User Generated Content available on the Service is offensive, harmful, inaccurate, misleading or was posted in violation of these Terms, please stop viewing such User Generated Content and promptly contact our DMCA Agent, at email@example.com
- License to User Generated Content
As between you and Underoutfit, as long as your User Generated Content is subject to any applicable copyright law, it shall remain at all times, and to the extent permitted by law, your sole and exclusive property. We do not claim ownership of your User Generated Content. However, we need certain licenses to your User Generated Content for business purposes and in order to enable different functions in the Service.
When you upload, post, publish or make available any User Generated Content on the Services, you grant us a perpetual, non-exclusive, royalty-free, and worldwide license to publicly display, communicate, distribute, host, publicly perform, publish, reproduce, make modifications or derivative works, store and use such User Generated Content, in connection with the Service, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels known today and developed in the future for the purpose of operating, marketing, promoting and improving Underoutfit's services and for any other legitimate business purposes.
UNDEROUTFIT TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER GENERATED CONTENT UPLOADED, POSTED, PUBLISHED AND/OR MADE AVAILABLE BY YOU OR ANY THIRD PARTY IN THE SERVICE, FOR ANY LOSS OR DAMAGE THERETO OR FOR ANY LOSS OR DAMAGE IT MAY CAUSE THIRD PARTIES, NOR IS UNDEROUTFIT LIABLE FOR ANY MISTAKES, DEFAMATION, LIBEL, FALSEHOODS, OBSCENITIES OR PORNOGRAPHY YOU OR ANY OTHER THIRD PARTY MAY ENCOUNTER WITH RESPECT TO THE USER GENERATED CONTENT.
14. Errors, Inaccuracies and Omissions
Occasionally there may be information on our Site, on the App, or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website or applications is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website or applications, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website or applications should be taken to indicate that all information in the Service or on any related website or applications has been modified or updated. The Service's availability and functionality depend on various factors, such as communication networks. Underoutfit does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
15. Prohibited Uses
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Site, the App or their content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website or applications, other websites or applications, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website or applications, other websites or applications, or the Internet. We reserve the right to terminate your use of the Service or any related website or application for violating any of the prohibited uses.
17. Disclaimer of Warranties; Limitation of Liability
We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure, or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Underoutfit, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. We are not responsible for any consequences to you or others that may result from technical problems (including without limitation in connection with the internet such as slow connections, traffic congestion, an overload of servers, delays or interruptions) or any telecommunications or internet providers.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree to indemnify, defend and hold harmless Underoutfit and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of (i) your use, misuse of, inability to use and/or activities in connection with the Service and/or the Content; (ii) your breach of these Terms of Service or the documents they incorporate by reference; (iii) damages you may cause o any third party which relates to your use of the Service and/or the Content; (iv) your violation of any third-party rights, including without limitation any intellectual property rights or privacy rights of such third party; and/or your violation of applicable laws in connection with your use of the Service.
Without derogating from the foregoing, we reserve the right, at our expense, to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to indemnification by you without first obtaining our prior express written approval.
19. Intellectual Property Rights
The Site, the App, the Content, and the Service and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, logos, copyrightable materials and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to Underoutfit and protected by applicable copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by Underoufit and its licensors.
The Terms do not convey to you an interest in or to Underoutfit Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of Underoutfit's Intellectual Property under any law.
To the extent you provide any feedback, comments, or suggestions to Underoutfit (“Feedback”), Underoutfit shall have an-exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of Underoutfit's current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Underoutfit to comply with any additional obligations with respect to any of Underoutfit's current or future products, technologies or services that incorporate any Feedback.
20. Trademarks and Trade names
Underoutfit's marks and logos and all other proprietary identifiers used by Underoutfit and/or its third-party affiliates in connection with the Service (“Underoufit Trademarks”) are all trademarks and/or trade names of Underoutfit, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Service belong to their respective owners (“Third Party Marks”). No right, license, or interest to Underoufit Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Underoutfit Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, except as permitted herein.
21. Social Media Features
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Service, or when you cease using our Site or our App.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Service (or any part thereof).
24. Entire Agreement
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this Site, on the App, or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
25. Governing Law
These Terms of Service and any separate agreements whereby we provide you Service shall be governed by and construed in accordance with the laws of United States, without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied.
Any dispute arising out of or related to the Service will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of New Jersey, New York. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule.
YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
26. SMS/MMS MOBILE MESSAGE MARKETING PROGRAM TERMS AND CONDITIONS
- User Opt In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply. Message frequency varies.
- User Opt Out: If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that Underoutfit.com and its service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.
- Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing, promotion, payment, delivery, and sale of Fashion, undergarments, and sportswear. Messages may include checkout reminders.
- Cost and Frequency: Message and data rates may apply. You agree to receive messages periodically at Our discretion. Daily, weekly, and monthly message frequency will vary. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.
- Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from or email us at firstname.lastname@example.org. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.
- MMS Disclosure: The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
- Our Disclaimer of Warranty: The Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. Carriers are not liable for delayed or undelivered mobile messages.
- Participant Requirements: You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
- Age Restriction: You may not use or engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.
- Prohibited Content: You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:
- Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
- Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
- Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
- Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
- Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and
- Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.
- Dispute Resolution: In the event that there is a dispute, claim, or controversy between you and Us, or between you and Stodge Inc. d/b/a Postscript or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Dover, Delaware before one arbitrator.
The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which Underoutfit’s principle place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration.
THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY VIA ARBITRATION AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. Further, unless both parties agree otherwise in a signed writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.
- Florida Law: We endeavor to comply with the Florida Telemarketing Act and the Florida Do Not Call Act as applicable to Florida residents. For purposes of compliance, you agree that we may assume that you are a Florida resident if, at the time of opt-in to Program, (1) your shipping address, as provided is located in Florida or (2) the area code for the phone number used to opt-into the Program is a Florida area code. You agree that the requirements of the Florida Telemarketing Act and the Florida Do Not Call Act do not apply to you, and you shall not assert that you are a Florida resident, if you do not meet either of these criteria or, in the alternative, do not affirmatively advise us in writing that you are a Florida resident by sending written notice to us. Insofar as you are a Florida resident, you agree that mobile messages sent by Us in direct response to mobile messages or requests from You (including but are not limited to response to Keywords, opt-in, help or stop requests and shipping notifications) shall not constitute a “telephonic sales call” or “commercial telephone solicitation phone call” for purposes of Florida Statutes Section 501 (including but not limited to sections 501.059 and 501.616), to the extent the law is otherwise relevant and applicable.
13. Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.27. Acceptance of Terms
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our Site or App. It is your responsibility to check our Site periodically for changes. Your continued use of or access to our Site, the App, or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
28. CLUB-U Terms and Conditions
Part of the Services may include access to CLUB-U, a members-only offering that provides exclusive benefits for an annual price. Details on CLUB-U membership benefits, sign up, and cancellation process are found on our FAQ page here.
- 1. Fees and Renewal. The membership fee for CLUB-U is stated in the CLUB-U FAQ page found here. From time to time, we may offer different membership terms, and the fees for such membership may vary. The CLUB-U membership fee is non-refundable except as expressly set forth in these Terms. Taxes may apply on the CLUB-U membership fee. If all eligible payment methods we have on file for you are declined for payment of your membership fee, you must provide us a new eligible payment method promptly or your membership will be canceled. If you provide us with a new eligible payment method and are successfully charged, your new membership period will be based on the original renewal date and not the date of the successful charge. UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR CLUB-U MEMBERSHIP WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE MEMBERSHIP FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.
- Changes to CLUB-U terms. We may in our discretion change the terms of CLUB-U. YOUR CONTINUED MEMBERSHIP AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR MEMBERSHIP.
Termination by Us. We may terminate your CLUB-U membership at our discretion. If we do so, we will give you a prorated refund based on the number of full months remaining in your membership. However, we will not give any refund for termination related to conduct that we determine, in our discretion, violates these Terms or any applicable law, involves fraud or misuse of the CLUB-U membership, or is harmful to our interests or another user. Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.
Limitation of Liability. IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THESE TERMS, OUR TOTAL LIABILITY IN CONNECTION WITH CLUB-U, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE LAST MEMBERSHIP FEE YOU PAID. THIS LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR CLUB-U MEMBERSHIP.
29. Contact Information
Questions about the Terms of Service should be sent to us at email@example.com.
250 Homer Street
Olean, NY 14760