Gwynnie Bee Terms of Service
Effective Date: February 8, 2023.
This Terms of Service agreement (the "Terms") is a legally binding contract between you ("you" or "your"), on the one hand, and Gwynnie Bee and CaaStle Inc. (d/b/a Gwynnie Bee) (“we,” “our,” “us,” or “GB”), on the other hand. These Terms govern your access to and use of our website located at www.gwynniebee.com (the "Site"), and related services, including our clothing and accessories (the "Products") rental, subscription, and sale services (together with the Site and Gwynnie Bee Content (as defined below), the "Services").
These Terms are of general application and may be supplemented by additional policies, procedures, guidelines, terms, and rules of specific application that we disclose or otherwise make available to you (the "Supplemental Terms"). In the event of any conflict between these Terms, on the one hand, and any provision of any Supplemental Terms, on the other hand, the terms that are more protective of [service name] will control. In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and GB agree to the terms and conditions set forth in these Terms.
By accessing or using any of the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms, including any Supplemental Terms. We reserve the right to modify these Terms at any time and to notify you of such changes by any reasonable means, including by posting the revised Terms on the Site. The "Effective Date" set forth above is when these Terms were last changed and became effective. Your continued use of the Services following the posting of changes to these Terms will mean you acknowledge and agree to be bound by the revised Terms. Unless we provide you with specific notice stating otherwise, changes to these Terms will not apply retroactively.
IMPORTANT NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION 7 BELOW. EXCEPT FOR THE LIMITED EXCEPTIONS SET FORTH IN SECTIONS 6(D) AND 7(C), YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, AND/OR TRIAL BY JURY.
The Services are controlled and operated from the United States and are not intended to subject GB to any non-U.S. jurisdiction or law. You may not use the Services to rent any Products outside of the United States.
You may use the Services if you reside in the United States and are at least 18 years of age. Children under the age of 13 may not use the Services, and parents or legal guardians may not agree to these Terms on their behalf. Children under 18 years of age but at least 13 years of age may use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms on the child's behalf. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between the ages of 13 and 18, you are fully responsible for that child's use of the Services and the rental or purchase of any Products, including all legal liability the child may incur.
Our Services are only available in the United States. Depending on your location, certain aspects of the Services may not be available to you (for example, Product shipments). We ship to all 50 U.S. states, the District of Columbia, and Puerto Rico. At this time, we do not ship Products or offer any delivery service to addresses located in any of the other U.S. territories, commonwealths, or possessions (including Northern Mariana Islands, U.S. Virgin Islands, Guam, and American Samoa) or to any APO, FPO, or DPO addresses.
- C. Frequently Asked Questions
- A. Eligibility
- OUR SERVICES
A. Your GB Account
To use the Services, you will need to open a GB account (your "Account") and provide cerand provide certain requested information, including a password and contact information. You may also be able to set up or access your Account by using your account credentials from services operated by third parties, such as Google and Facebook (a "Third-Party Account"). By accessing the Services through a Third-Party Account, you authorize us to access information from that Third-Party Account for use in connection with the Services. You agree that you will provide truthful and accurate information when registering your Account. We may refuse to grant you a particular username for any reason, including, without limitation, if we have reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.
You must notify us immediately if your Account registration information changes or if you learn of or have reason to suspect any unauthorized use of your Account or any other breach of security. You are the only person authorized to access and use your Account. You are responsible for maintaining the confidentiality of your Account credentials and up-to-date Account information, such as your current shipping address. You are fully responsible for all activities associated with your Account, including all charges incurred from use of the Services through your Account.
B. GB Subscription
With a GB subscription (a "Subscription"), you will be able to rent Products from us, including clothing and accessories from many different brands, with the option to purchase the Products you rent. To subscribe to GB, you must provide a valid debit or credit card (your "Payment Method"). As set forth in further detail below, your Subscription will continue, and your Payment Method will be automatically charged the Monthly Subscription Fee (as defined below) each month, until you cancel your Subscription.
Once subscribed, you will be able to start adding Products to your virtual closet. The Products will be inspected, professionally cleaned, and delivered ready to wear. You will be entitled to have a certain number of Products out at one time, in accordance with the terms of your Subscription plan. Following delivery of Products to your designated shipping address, as between you and us, you will be solely responsible for the condition of each Product until you return such Product (including while Products are in transit). You agree to treat the Products with great care. You are responsible for any loss, destruction or damage to the Products due to theft, mysterious disappearance, fire, major stains or any other cause, other than normal wear and tear. "Normal wear and tear" means minor stains, minor rips, missing beads, stuck zippers or other minor damage, as we determine in our sole discretion. If you return a Product that is damaged beyond normal wear and tear, you agree that we or our Payment Processor (as defined below) may charge your Payment Method the cost to repair or replace the Product, as determined in our sole discretion.
Subject to your compliance with these Terms and maintaining an active Subscription in good standing, we do not impose a deadline by which you must return a Product you have rented through your Subscription, except that you must return all of the Products in a shipment (except for any of those Products that you purchase) in order to receive your next shipment of Products. When all of the Products you have in your possession have either been returned to us or purchased, we will send your next shipment of Products. See our FAQ page to learn how to expedite the delivery of your next shipment of Products by using our "Return Notify" feature
C. Product Descriptions
We may provide descriptions and images of Products that are available through the Services, but we do not warrant that such descriptions or images are accurate, complete, current, or error-free, or that any Products will be available, even if noted as such on our Site or otherwise. Product availability is not confirmed until the applicable Product is shipped. All such information and the availability of any Product are subject to change at any time without notice. Certain weights, measures, and similar Product descriptions are approximate and are provided for convenience only. We make reasonable efforts to accurately display the attributes of Products, including their colors, but the actual colors you see will depend on the device on which you are viewing them, and we cannot guarantee that your device will accurately display such colors or other attributes accurately. All prices are in U.S. dollars, unless otherwise indicated.
D. Payment Processing
We use a third-party payment processor (the "Payment Processor") to bill you for any pay-to-use Services. You agree to pay us and authorize us, through the Payment Processor, to charge your Payment Method at the prices then in effect for your use of any of our pay-to-use Services, in accordance with the applicable payment terms. You agree to make payment using your selected Payment Method and to promptly notify us and/or update your Payment Method upon any changes to your billing information (including, for example, if your Payment Method expires or is canceled for any reason). You further agree that if the Payment Processor is not able to charge your preferred Payment Method, we or our Payment Processor may charge you for your use of any pay-to-use Services using any Payment Method stored on record for your Account. We do not accept prepaid debit or gift cards for recurring payments. We reserve the right to suspend or cancel a shipment of Products to you or terminate your access to the Services (including your Subscription) in the event that we are unable to successfully charge your Payment Method. We are not responsible for errors by the Payment Processor, and we reserve the right to correct any errors or mistakes that we or the Payment Processor may make, even if we have or our Payment Processor has already requested or received payment. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Account upon demand.
E. Subscription Auto-Renewal; Monthly Subscription Fees
By subscribing to GB, you agree that we or our Payment Processor may automatically charge your Payment Method the monthly fee applicable to your Subscription plan (plus applicable taxes, the "Monthly Subscription Fee") on a pre-paid, recurring monthly basis until you cancel your Subscription or your Subscription is otherwise terminated in accordance with these Terms. Your monthly billing cycle will begin based on the day of the month that you initially subscribe to GB. This means that the date on which you first activate your Subscription will serve as your monthly "anniversary" for purposes of your monthly billing cycle (your "Billing Date"), and that your Payment Method will be charged each month on or around your Billing Date until you cancel your Subscription or it is otherwise terminated in accordance with these Terms. Accordingly, you acknowledge and agree that, at the end of each monthly billing cycle, your Subscription will automatically renew, and your Payment Method will automatically be charged the Monthly Subscription Fee, unless you cancel your Subscription before the start of your next monthly billing cycle (i.e., before your next Billing Date).
By subscribing to GB, you accept all responsibility for all recurring charges prior to Subscription cancellation, and you acknowledge and agree that we or our Payment Processor may charge your Payment Method the applicable Monthly Subscription Fee without further notice to or authorization from you, until you cancel your Subscription or otherwise notify us that you have terminated this authorization. For information about how to cancel your Subscription, see below.
Unless expressly stated otherwise in these Terms, Monthly Subscription Fees are non-refundable. We reserve the right to modify or waive Monthly Subscription Fees in our sole discretion.
If you fail to pay your Monthly Subscription Fee, we may, in our sole discretion, terminate your Subscription or suspend your access to the Services, including the shipment of Products to you. Further, if you do not pay the amounts you owe to us when due, then we may need to institute collection procedures to obtain the delinquent payment. To the extent permitted under applicable law, you agree to pay our costs of collection against you, including, without limitation, reasonable attorneys' fees.
F. Product Purchases
If you are subscribed to GB, you may elect to purchase any Product in your possession that you have received in a shipment through your Subscription. The purchase price ("Purchase Price") for each Product will be listed on the Site in the "At-Home" section of your virtual closet. The Purchase Price for each Product is dynamic and based on a wide range of factors, including the Product's condition and rental history. We reserve the right to alter the Purchase Price, applicable discounts, and availability of any Product at our discretion and without notice to you. To purchase a Product, log into your Account, navigate to the "At-Home" section of your virtual closet, and click "Buy Item" next to the Product you wish to purchase. Upon placing an order to purchase a Product, you authorize us or our Payment Processor to charge your Payment Method for the Product's Purchase Price plus applicable taxes.
You acknowledge and agree that you may only purchase Products from us if you are subscribed to GB and that only those Products designated by us as available for purchase are eligible for purchase by you.
UNLESS OTHERWISE INDICATED, THE PRODUCTS FOR SALE MAY HAVE BEEN PREVIOUSLY USED BY OTHER CUSTOMERS AND ARE NOT NEW. WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO ANY PRODUCTS YOU PURCHASE. ALL PRODUCTS ARE SOLD ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, AND ALL PRODUCT SALES ARE FINAL AND CANNOT BE CANCELED, REFUNDED, RETURNED, OR EXCHANGED.
G. Shipping and Returns of Rented Products
All Product deliveries will be through our third-party shipping service providers ("Shipping Providers"). Shipping Providers are independent contractors and are not employees, partners, agents, affiliates, or joint venturers of GB. We are not liable or responsible for any shipping or delivery services provided by any Shipping Provider or any acts, omissions, or errors by any Shipping Provider. You acknowledge and agree that we do not supervise, direct, control, or monitor any Shipping Provider in the course of their work or their provision of delivery services to you. Any interactions or disputes between you and a Shipping Provider are exclusively between you and that Shipping Provider, and we will have no liability or responsibility for any interactions between you and any Shipping Provider. Shipping Providers and shipping methods may change from time to time at our sole discretion.
You agree that, once a Shipping Provider delivers a shipment of Products to the shipping address you provide us, you are solely responsible for your receipt of those Products. We strongly encourage you to use a shipping address for a secure location where you can physically receive Product shipments from Shipping Providers (a "Secure Shipping Address"). You are responsible for ensuring that your shipping address is up-to-date. We bear no responsibility or liability for any Products that are left unattended by you, a Shipping Provider, or otherwise. Further, you acknowledge that using anything other than a Secure Shipping Address may result in delivery delays or additional charges resulting from lost or damaged Products for which we will not be liable or otherwise responsible. Once a shipment of Products has been dispatched, we will email or otherwise provide you with a tracking number that provides information about estimated delivery times. We do not ship products outside of the United States, and you may not return Products to us from outside of the United States, unless we expressly authorize you to do so.
With each shipment of Products we send you, we will provide you with a pre-addressed mailing envelope and/or packaging with prepaid postage for you to use to return the Products to us ("Return Packaging"). You must return the Products you receive in a shipment using the Shipping Provider specified on the Return Packaging that came with that shipment. With the exception of any Products that you purchase, you must return all of the Products that were included in a shipment together, at the same time, using the same Return Packaging that was included with that shipment. If you lose your Return Packaging, please email us at firstname.lastname@example.org or call us at 855-GWYNNIE (855-499-6643) to request new Return Packaging.
When the Products you have in your possession have been returned or purchased in their entirety, we will send your next shipment of Products. We will use commercially reasonable efforts to send you new Products promptly upon processing your return, but you acknowledge that, as a result of the time needed for processing and delivery, there may be a delay between your return of Products and your receipt of new Products. See our FAQ page to learn how to expedite the delivery of your next shipment of Products by using our "Return Notify" feature.
We are not responsible for any items, including personal items, that are left in the Products that are returned to us. If you believe you have accidentally or otherwise sent us any such items, please contact Customer Service as soon as possible by email at email@example.com or by phone at 855-GWYNNIE (855-499-6643). Our staff may, but is not obligated to, assist in attempting to locate such items at your request. We assume no responsibility or liability in connection with locating such items.
H. Free Trials and Promotions
Any free trial or other promotion we offer (each, a "Promotional Offer") in connection with the Services will be offered in our sole discretion, and will be subject to change or discontinuation at any time. To redeem a Promotional Offer, you must have a GB Account, provide a Payment Method and the other information required to access the Services, and follow the instructions provided to activate your GB Subscription using the Promotional Offer or otherwise apply the Promotional Offer to your Account. You must redeem the Promotional Offer in accordance with the terms and conditions we supply you in connection with such offer, including redeeming the Promotional Offer within the time specified. Any terms and conditions accompanying a Promotional Offer are deemed part of these Terms.
To subscribe to GB using a free trial ("Free Trial"), you must provide a Payment Method. In some cases, your Payment Method's available balance or credit limit will reflect a reduction in the amount of the Monthly Subscription Fee applicable to your Subscription plan; however, no charges will be made against your Payment Method unless you continue your Subscription after your Free Trial ends. We may not notify you when your Free Trial period has ended. You can see the date on which your Free Trial ends by reviewing the membership details in the "My Account" section on our Site or by referring to the confirmation email you receive after activating your Free Trial. You acknowledge and agree that, unless you cancel your Subscription before the end of your Free Trial period, your month-to-month Subscription will automatically renew, and your Payment Method will automatically be charged the applicable Monthly Subscription Fee on a recurring monthly basis until you cancel your Subscription or your Subscription is otherwise terminated in accordance with these Terms. If you continue your Subscription after your Free Trial ends, your monthly Billing Date will be based on the day of the month that you commenced your Free Trial. This means that your Payment Method will be charged each month on or around your Billing Date until you cancel your Subscription. At this time, Washington D.C. residents are not eligible to participate in Free Trials.
When you subscribe to or otherwise access GB using a discounted trial (i.e., a limited-time discount on the Monthly Subscription Fee applicable to your Subscription plan) (a "Paid Promotional Trial"), your Payment Method will be charged a fee equal to the applicable promotional rate for the duration of the Paid Promotional Trial period. We may not notify you when your Paid Promotional Trial ends. You can see the date on which your Paid Promotional Trial ends by reviewing the membership details in the "My Account" section on our Site or by referring to the confirmation email you receive after activating your Paid Promotional Trial. You acknowledge and agree that, unless you cancel your Subscription before the end of your Paid Promotional Trial period, your month-to-month Subscription will automatically renew, and your Payment Method will automatically be charged the full Monthly Subscription Fee applicable to your Subscription plan on a recurring monthly basis until you cancel your Subscription or your Subscription is otherwise terminated in accordance with these Terms. Your monthly Billing Date will be on or around the day of the month on which you first subscribed to GB.
By subscribing to GB, you accept all responsibility for all recurring charges prior to Subscription cancellation, and you acknowledge and agree that we or our Payment Processor may charge your Payment Method the applicable Monthly Subscription Fee without further notice to or authorization from you, until you cancel your Subscription or otherwise notify us that you have terminated this authorization. For information about how to cancel your Subscription, see below.
Unless we expressly state otherwise, Free Trials and Paid Promotional Trials are available, and may only be used by, new, first-time subscribers to GB. If you or another member of your household has been a GB member, you are not eligible for a Free Trial or Paid Promotional Trial. We consider your household ineligible for a Free Trial and/or Paid Promotional Trial if your Payment Method, physical address, or email address have been associated with another GB account prior to the date on which you attempt to redeem the applicable Promotional Offer. We may modify these eligibility requirements at any time, in our sole discretion. Please note that Washington, D.C. residents not eligible to participate in Free Trials.
We reserve the right to cancel your Free Trial or Paid Promotional Trial if you violate any of these Terms or engage in any deception, forgery, or fraud in connection with the Services, including, but not limited to, creating duplicate accounts under another name, email, or address in order to obtain more than one Free Trial, Paid Promotional Trial, or otherwise manipulate or manufacture eligibility to redeem any Promotional Offer related to the Services.
I. Changing Your Subscription Plan
If the feature is available, you may change your Subscription plan at any time, by either upgrading it to receive more Products in each of your shipments (up to a maximum of 3 garments per box) or downgrading it to receive fewer Products in each of your shipments. You may change your Subscription plan by accessing the "Change Plan" link in the "My Account" section of the Site or by emailing or calling us with your change request at firstname.lastname@example.org and/or 855-GWYNNIE (855-499-6643). Please see our FAQ if you need assistance with changing your Subscription plan through the App. Subscription plan upgrades will take effect immediately, and the Monthly Subscription Fee applicable to your upgraded Subscription plan will be charged to your Payment Method immediately (prorated for any partial billing months). If you downgrade your Subscription plan within the first 24 hours after activating your original Subscription, your downgrade will take effect immediately, and we will refund to your Payment Method the difference between the original Monthly Subscription Fee you paid (if applicable) and the Monthly Subscription Fee applicable to your new Subscription plan. If you downgrade your Subscription after 24 hours has elapsed since you activated your initial GB Subscription, your downgrade will take effect at the start of your next monthly billing cycle, and you will be able to continue using your original Subscription plan through the end of your then-current billing month
J. Canceling Your Subscription
You may cancel your Subscription at any time. You may cancel your Subscription online by accessing the cancellation link in the "My Account" section of the Site or the cancellation link at the bottom of the confirmation email that was sent to you when you first activated your GB Subscription. You may also cancel your Subscription by emailing us at email@example.com or by calling us at 855-GWYNNIE (855-499-6643). Once you cancel your Subscription, you will not be eligible to receive any new shipments of additional Products. You may continue to use the Products you have in your possession, but you must return all such Products to us on or before the last day of your Subscription period. If you wish to purchase any of the Products in your possession after you have canceled your Subscription, but before the Products are due back to us, please call us at 855-GWYNNIE (855-499-6643). If we do not receive the Products on time, you will be charged a fee equal to 75% of the retail price of the Products.
Cancellations are not prorated, and you will not receive a refund for any portion of a Monthly Subscription Fee that you have paid. Your cancellation will take effect at the end of your then-current billing cycle. You understand that Your Content (as defined below) may continue to exist and be used on or through the Service even after you cancel your Subscription and deactivate your Account.
K. Modification and Termination by GB
You acknowledge and agree that we may terminate, modify, and/or limit for any reason in our sole discretion the Services (including Products) that are available to you (including through your Subscription), including, but not limited to, by restricting orders placed through your Account or using your Payment Method or billing or shipping address. We further reserve the right to terminate or modify your Subscription (including the Monthly Subscription Fee), in our sole discretion, and without prior notice to you. If we terminate your Subscription, we will provide you with, as determined in our sole discretion, either (i) a prorated refund of the Monthly Subscription Fee you paid for the month in which we terminate your Subscription, in which case, your access to the Services will immediately terminate, and you will be required to immediately return to us any Products you have in your possession; or (ii) continued access to the Services available with your Subscription for the remainder of your then-current billing cycle (in accordance with these Terms), in which case, you must return to us any Products you have in your possession by no later than the last day of your Subscription period. Notwithstanding the foregoing, we will not issue any refunds in connection with any termination related to conduct that violates any of these Terms or any applicable law.
L. Gift Subscriptions
These Terms apply to the purchase, redemption, and use of our gift subscriptions, which are digital and electronic-only (each, a "Gift Subscription"). Gift Subscriptions function like a "gift membership" for the number of months specified in the Gift Subscription. Purchasing, redeeming, and/or using a Gift Subscription is part of the Services and constitutes acceptance of and agreement to be bound by these Terms.
Gift Subscriptions can be purchased online. During the checkout process, the purchaser ("Gift Purchaser") must designate a gift recipient ("Gift Recipient") by providing the Gift Recipient's name and email address (for electronic delivery) and selecting a gift delivery date that is within 90 days of the Gift Membership purchase date. A Gift Purchaser is responsible for providing an accurate and deliverable email address for the designated Gift Recipient. Instructions for redeeming and activating the Gift Membership will be delivered to the Gift Recipient's email address. Gift Purchasers acknowledge and agree that a Gift Recipient must provby providing the Gift Recipient's name and email address (for electronic delivery) and selecting a gift delivery date that is within 90 days of the Gift Subscription purchase date. A Gift Purchaser is responsible for providing an accurate and deliverable email address for the designated Gift Recipient. Instructions for redeeming and activating the Gift Subscription will be delivered to the Gift Recipient's email address. Gift Purchasers acknowledge and agree that a Gift Recipient must provide a Payment Method (valid debit or credit card) to activate their Gift Subscription (but that the Gift Recipient's Payment Method will not be charged to activate the Gift Subscription). A Gift Subscription may only be used toward the Monthly Subscription Fee applicable to a Subscription plan, and cannot be used to purchase Products or other Gift Subscriptions. Gift Subscriptions may only be redeemed and used by eligible prospective or current GB members. See above for more information about who is eligible to use our Services.
There is no expiration date by which a Gift Recipient must activate their Gift Subscription, and there is no activation fee. Gift Subscriptions are not refundable, reloadable, transferable, exchangeable, or redeemable for cash or other similar value (except as required by applicable law). Title to and risk of loss for a Gift Subscription passes to the Gift Purchaser upon purchase. We reserve the right to refuse to honor a Gift Subscription that we believe was fraudulently obtained. We are not responsible for any Gift Subscription that is lost, stolen, or used without permission. We may, in our sole discretion, replace a lost or stolen Gift Subscription upon receiving proof of purchase. Any such replacement will only be for the value of the Gift Subscription balance shown in our records.
There is no fee to activate a Gift Subscription. A Gift Recipient must, however, provide a Payment Method to activate their Gift Subscription. The Gift Recipient's Payment Method will only be charged if the Gift Recipient makes purchases, their Subscription renews after their Gift Subscription period ends, or the Gift Recipient incurs other charges in accordance with these Terms. When a Gift Recipient redeems and activates a Gift Subscription, the total value of the Subscription period that comes with the Gift Subscription, plus applicable tax, will be deducted from the Gift Subscription's balance, and the Gift Recipient's Gift Subscription will simultaneously begin. If a Gift Recipient already has a Subscription, the balance of their Gift Subscription will be applied toward their Monthly Subscription Fee for their next billing month(s). Once activated, a Gift Subscription cannot be paused. Unless a Gift Recipient cancels their Subscription before their Gift Subscription ends, the Gift Recipient's month-to-month Subscription will automatically renew, and the applicable Monthly Subscription Fee will automatically be charged to the Payment Method the Gift Recipient provided to activate their Gift Subscription. Subscriptions continue, and Payment Methods are automatically charged on a recurring monthly basis, until the Subscription is canceled. Once a Gift Subscription is activated, the Gift Recipient will receive an activation confirmation email that will state when the Gift Subscription ends. We may not provide any further notification of when a Gift Subscription ends. If a Gift Recipient cancels their Subscription during their Gift Subscription period, the cancellation will not take effect until the Gift Subscription period ends, and the Gift Recipient will be able to continue using the Services until the Gift Subscription period ends.
Unless we provide otherwise, a Gift Recipient will not be eligible to redeem any Promotional Offers during their Gift Subscription period. For assistance with a Gift Subscription, please contact us by email at firstname.lastname@example.org or by phone at 855-GWYNNIE (855-499-6643).
M. Referral Program
If you have a GB Account, you may be eligible to participate in our Refer a Friend Program (the "Referral Program"). The Referral Program is part of the Services. Participating in the Referral Program in any way constitutes acceptance of and agreement to be bound by these Terms.
A Referral can redeem a Promotional Offer in an Invitation by clicking the applicable link and following the instructions provided. The Promotional Offer will be automatically applied during the Referral's checkout and/or Subscription activation process. Once a Referral subscribes to GB and remains a subscriber for thirty (30) consecutive days, the Referrer will earn a referral credit (a "Referral Credit"), which will be automatically applied to the Referrer's Monthly Subscription Fee at the start of the Referrer's next monthly billing cycle. Referral Credits cannot be applied toward the purchase of any Products or Gift Subscriptions. Neither Promotional Offers nor Referral Credits may be transferred, assigned, bartered, sold, or redeemed for cash or other similar value. You cannot earn a Referral Credit for referring yourself.
We reserve the right, in our sole discretion and without prior notice, to suspend, change, and/or terminate the Referral Program in any respect, including by modifying and/or suspending Promotional Offers and Referral Credits under the Referral Program. In addition, we reserve the right to cancel, revoke, and/or modify Promotional Offers and Referral Credits if we determine that you have violated these Terms or have engaged in deceptive or fraudulent activity in relation to the Referral Program, including, for example, using spam and unsolicited emails to people you do not know to obtain Referral Credits. We may make these changes at any time, even if such changes may affect the value of Referral Credits or discounts already accumulated.
- A. Your GB Account
OWNERSHIP AND INTELLECTUAL PROPERTY
A. GB Content and Use Restrictions
We and/or our suppliers and licensors (as applicable) own all content and information (including intellectual property rights in and to such content and information) made available or displayed by us through the Services, including, but not limited to, Products, meWe and/or our suppliers and licensors (as applicable) own all content and information (including intellectual property rights in and to such content and information) made available or displayed by us through the Services, including, but not limited to, Products, methods, systems, processes, code, software, data, photos, graphics, images, Product descriptions and specifications, and certain of the trademarks, service marks, names, and logos, and any changes or corrections made to any of the foregoing content or information (collectively, "GB Content"). As used in these Terms, the Services include the GB Content. You acknowledge and agree that all GB Content is owned by us and/or our suppliers and licensors (as applicable) and is protected from unauthorized copying and dissemination by U.S. copyright law, trademark law, international conventions, and other intellectual property laws. Nothing shall be construed as granting to you, by implication, estoppel, or otherwise, any license or right to use the Services or any GB Content, except as expressly permitted by these Terms.
B. Acceptable Use Policy and Use Restrictions
Subject to your compliance with these Terms, and subject to any additional terms of any third-party licenses applicable to third-party software included in the Services, we hereby grant to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your own personal, non-commercial purposes. We reserve all rights not otherwise expressly granted by these Terms. If you do not comply with these Terms, we reserve the right to revoke any license granted in these Terms and to limit your access to the Services. Any use of the Services that exceeds the rights expressly granted in these Terms is strictly prohibited and constitutes a violation of these Terms, which may result in the termination of your right to access and use the Services.
You agree that you will not (and will not attempt to or permit any third party to) access, interact with, or use any of the Services, including any GB Content, to do any of the following: (i) reverse engineer, decompile, disassemble, modify, translate, derive the source code for, interfere with, distribute, reproduce, create derivative works from, commercialize, rent, sell, lease, or exploit in any way, the Services, any part thereof or access thereto; (ii) use any device, software, malicious code, or destructive routine intended to violate the security of any computer network; crack any passwords or encryption codes; damage or otherwise interfere with the proper functioning of our Services, Site, servers, or networks connected to our Services; or take any other action that interferes with any other person's use of our Services; (iii) systematically copy, "scrape," index, "data mine," store, or otherwise gather any portion of the Services, including any GB Content; (iv) display, promote, or transmit any content, information, or other materials that are, or that we consider in our sole discretion to be, unlawful, harmful, threatening, abusive, harassing, libelous, defamatory, vulgar, offensive, obscene, lewd, lascivious, profane, pornographic, hateful, violent, an expression of bigotry, prejudice, racism, hatred, or threatening to any group defined by race, religion, sex, gender, national origin, or sexual orientation; (v) sell or promote any products or services, including any controlled pharmaceutical substances, tobacco, firearms, or alcoholic beverages; (vi) introduce viruses, worms, spyware, Trojan horses, harmful code, or any other code, file, or program that is potentially harmful or intended to damage or interfere with the operation of, or to monitor the use of, any hardware, software or equipment; (vii) incorporate any portion of the Services into any product or service without our express prior written authorization; (viii) display material that exploits children under 18 years of age; (ix) post any content, information, or other materials that infringe, misappropriate, or violate any intellectual property or other right of ours or any third party; (x) promote or solicit any business or promote, solicit, or participate in multi-level marketing or pyramid schemes; (xi) impersonate any other person or entity; (xii) post, collect, or disclose any personally identifying information (including account names) or private information about any third parties (including children) without their consent (or their parent's consent in case of a child under 13 years of age); (xiii) post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation, including, without limitation, solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests; (xiv) violate these Terms or any applicable local, state, national, or international laws or regulations; or (xv) use our Services, including any GB Content, to develop a competing service or product.
C. Third-Party Content
D. Your Content
If you post, upload, or make available through the Services, or otherwise submit to or through GB as part of your use of the Services, including the Site, any information, data, documents, text, images, files, links, software, chat, photos, reviews in connection with your use of the Services (including any of your social media content in which you tag or otherwise direct or send to us), communication, or other materials (collectively, "Your Content"), you hereby grant to us a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform, and otherwise exploit Your Content, in whole or in part, in all media formats and distribution methods now known or hereafter devised (including on the Site, in email and other promotional campaigns, and on third-party media and platforms promoting the Services) in connection with the Services, including, but not limited to, advertising and promoting the Services (including any derivative works thereof), all without further notice to you, with or without attribution, without limitation as to frequency, and without the requirement of any permission from or payment to you or any other person or entity. You waive any right to inspect or approve any of Your Content or any use of Your Content.
By submitting Your Content, you represent and warrant that (i) Your Content and your submission, communication, and use thereof comply with these Terms and all applicable laws; and (ii) you own or have the necessary rights, licenses, consents, and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize us to exploit, Your Content in all manners contemplated by these Terms. You waive all moral rights in Your Content that may be available to you in any part of the world and confirm that no such rights have been asserted. You agree that neither Your Content nor our use of Your Content as contemplated by these Terms will be subject to any obligation on our part, including, but not limited to, any obligation of confidentiality, attribution, or otherwise. We will not be liable for any use or disclosure of any Your Content.
By providing Your Content via the Services, you understand and agree that you do so at your own risk and that we are not responsible for the damage or loss of any of Your Content. You agree that we are not liable for any legal violation caused by your use or misuse of Your Content or other information transmitted, monitored, stored, or received while using the Services. We reserve the right to amend or delete any of Your Content (along with the right to terminate or restrict access to the Services) that, in our sole discretion, violates any provision of these Terms.
By sending us any feedback, ideas, suggestions, documents, or proposals ("Feedback"), you grant to us a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable (in whole or part) worldwide license to use, modify, prepare derivative works of, publish, distribute, and otherwise exploit the Feedback, and you waive all moral rights in the Feedback that may be available to you in any part of the world and confirm that no such rights have been asserted. You represent and warrant that the Feedback does not contain any confidential or proprietary information of any third party, and that GB may use your Feedback without restriction or obligation to you or any third party.
F. Copyright Infringement Claims and Procedures
The Digital Millennium Copyright Act of 1998 provides recourse for copyright owners who believe that material on the internet infringes their rights under U.S. copyright law. If you believe in good faith that any content available through the Services infringes your rights under U.S. copyright law, you may request that those materials be removed or that we block access to those materials by contacting our copyright agent (identified below) and providing the following information: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location (e.g., URL) of an authorized version of the work; (ii) identification of the material that you believe to be infringing your rights and its location, including a description of the material and its URL or any other pertinent information that will allow us to locate the material; (iii) your name, address, telephone number, and e-mail address; (iv) a statement that you have a good-faith belief that the complained-of use of the materials is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf; and (vi) a signature or the electronic equivalent from the copyright holder or authorized representative.
Notices of copyright infringement must be sent to our copyright agent as follows: (i) by mail to email@example.com;(ii) by email to firstname.lastname@example.org; or (iii) by phone at (303) 572-6500. Notices sent by mail or email must be written in English and include the following subject line: "Gwynnie Bee - DMCA Copyright Notice."
In an effort to protect the rights of copyright owners, we reserve the right to terminate the Account and/or the Subscription of any person who is a repeat infringer.
- A. GB Content and Use Restrictions
A. Mobile Charges
Your contract with your mobile network provider ("Mobile Provider") will continue to apply when accessing or using the Services on your mobile, handheld device ("Mobile Device"). You understand that your Mobile Provider may charge you fees for your use of its network connection services while accessing or using the Services, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third-party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES.
B. Additional Terms Applicable to You When Using the App Through Android Market/Google Play
GB and you both agree and acknowledge that neither Google Inc., nor any of its subsidiaries or affiliates ("Google"), are a party to these Terms, and you will look to GB for any recourse, and not Google. You agree to be bound by the then-current Android Market Terms of Service as found on Google's websites (located at http://www.google.com/mobile/android/market-tos.html) and the Google Play Terms of Service (located at https://play.google.com/about/play-terms.html You acknowledge that Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. To the extent there is a conflict between any of the terms contained in this Section 4(B) and those set forth in the Android Market Terms of Service or Google Play Terms of Service, the Android Market Terms of Service or Google Play Terms of Service will prevail and govern.
C. Additional Terms Applicable to You When Using the App Through the Apple App Store
To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and GB, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and GB acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and GB acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party's intellectual property rights, GB, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You and GB acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as they relate to your license of the App, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
- A. Mobile Charges
TERMINATION AND MODIFICATIONS
Any violation of these Terms may result in suspension or termination of your access to the Services, removal of Your Content, and/or termination of your Account and your Subscription. We may also terminate your Account (including your Subscription) if we determine that your conduct poses a risk or liability to us or our interests or for any other reason as we determine in our sole discretion. See above for information about how to deactivate your Account and/or cancel your Subscription.
The provisions of these Terms that, by their nature and/or content, are intended to survive the expiration or termination of these Terms or your relationship with us will survive both the expiration and termination of these Terms and your relationship with us for their full statutory period, including, without limitation, the provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, dispute resolution, remedies, rights after termination, and interpretation of these Terms.
We reserve the right to revise and update these Terms at any time and to notify you of such changes by any reasonable means, including by posting the updated Terms on our Site. The "Effective Date" set forth above is when these Terms were last changed and became effective. Your continued use of the Services following the posting of changes to these Terms will mean you acknowledge and agree to be bound by the revised Terms. Unless we provide you with specific notice stating otherwise, changes to these Terms will not apply retroactively.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION; NOTICE REGARDING APPLICABLE LAW
A. Disclaimer of Warranties
NEITHER GB NOR ITS LICENSORS, SUPPLIERS, PARTNERS, SUBSIDIARIES, OR AFFILIATES OR ANY OF OUR OR THE FOREGOING PARTIES' RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PROFESSIONAL ADVISORS, SUCCESSORS, OR ASSIGNS (GB, TOGETHER WITH ALL SUCH PARTIES, THE "GB PARTIES") MAKE ANY REPRESENTATION OR WARRANTY CONCERNING THE SERVICES. WITHOUT LIMITATION, NONE OF THE GB PARTIES MAKE ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT USE OF THE SERVICES, INCLUDING THE SITE, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION, GB CONTENT, OR OTHER CONTENT FOUND ON THE SERVICES WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED, THAT THE SERVICES, ANY GB CONTENT, OR OTHER CONTENT OR INFORMATION FOUND ON THE SERVICES WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, GB CONTENT, OR OTHER CONTENT OR MATERIALS OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. ANY GB CONTENT OR OTHER CONTENT OR MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) THE SERVICES, INCLUDING GB CONTENT AND PRODUCTS, AND THIRD-PARTY CONTENT ARE PROVIDED ON AN "AS-IS," "WHERE-IS," AND "AS-AVAILABLE" BASIS; AND (II) WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS SECTION 6(A) IS SUBJECT TO THE PROVISIONS OF SECTION 6(D) BELOW.
B. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), WHETHER OR NOT WE HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WILL WE OR ANY OF THE GB PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR (I) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR ENHANCED DAMAGES OF ANY KIND, INCLUDING DAMAGES FROM LOST PROFITS, LOST INCOME, DIMINUTION IN VALUE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, DEVICE FAILURE OR MALFUNCTION, OR ACCURACY OF RESULTS; (II) ANY SUBSTITUTE OR REPLACEMENT SERVICES OR PRODUCTS; (III) ANY EVENT BEYOND OUR REASONABLE CONTROL; (IV) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100.00); (V) ACCESS DELAYS OR INTERRUPTIONS TO THE SERVICES, INCLUDING THE SITE; OR (VI) ANY COMPUTER VIRUSES OR SYSTEM OR EQUIPMENT MALFUNCTIONS, ERRORS, OR FAILURES. IF YOU ARE DISSATISFIED WITH THE SERVICES, ANY PRODUCTS, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES, THAT SUCH USAGE IS AT YOUR SOLE RISK AND YOU ACCEPT THE TERMS AND CONDITIONS STATED IN THESE TERMS, INCLUDING THE LIMITATION OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN. THE LIMITATION OF LIABILITY IN THIS SECTION DOES NOT APPLY TO DEATH OR BODILY INJURY RESULTING FROM OUR NEGLIGENCE.
IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST ANY OF THE GB PARTIES.
SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS SECTION 6(B) IS SUBJECT TO THE PROVISIONS OF SECTION 6(D) BELOW.
You agree to indemnify, defend, and hold the GB Parties harmless from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorneys' fees and costs, arising from or in any way related to any claim, action, suit, or demand related to any of the following: (i) your access to and use of the Services (including the Products and the Site), including any third party's access to or use of the Services through your Account; (ii) your violation of these Terms (including any Supplemental Terms); (iii) any of Your Content that you post or provide through the Services; (iv) your violation of any applicable law or the rights of any third party; and/or (v) your negligence or willful misconduct. This Section 6(C) is subject to the provisions of Section 6(D) below.
D. Notice Regarding Applicable Law
The laws of certain jurisdictions do not allow the limitation or exclusion of certain rights, warranties, liability, and/or damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, limit or exclude certain rights, warranties, or liability, the scope and duration of such rights and warranties and the extent of our liability will be the minimum permitted under such applicable law.
NOTICE TO NEW JERSEY RESIDENTS: If you reside in New Jersey, the following provisions of these Terms do not apply to you and are not intended to limit your rights, to the extent that such provisions are unenforceable under New Jersey law: (i) Disclaimer of Warranties; (ii) Limitation of Liability; (iii) Indemnification, to the extent that the scope of such indemnity is prohibited under New Jersey law; (iv) Arbitration Agreement and Class Action Waiver; and (v) Governing Law, to the extent that your rights as a consumer are required to be governed by New Jersey law, as opposed to New York law.
- A. Disclaimer of Warranties
DISPUTE RESOLUTION, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER
This Section 7 sets forth the procedures for resolving any dispute, claim, action, or controversy that may arise between you and GB in relation to these Terms, other agreements or policies on the Site, your use of the Services, or any other aspect of the relationship between you and GB (each, a "Dispute"). This Section 7 contains (a) an arbitration agreement (the "Arbitration Agreement") that requires you to arbitrate any and all Disputes that cannot otherwise be resolved informally, as contemplated by Section 7(A) below; and (b) a requirement that all Disputes proceed on an individual basis, and not as a class action or other representative proceeding (a "Class Action Waiver"). Arbitration uses a neutral arbitrator instead or a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. You may choose to be represented by a lawyer in arbitration or proceed without one. Both you and we acknowledge and agree that for purposes of any Dispute, the GB Parties are intended third-party beneficiaries of these Terms and, therefore, have the right to enforce these Terms against you, as applicable, in their capacity as intended third-party beneficiaries. The Arbitration Agreement, including the Class Action Waiver, shall survive termination of your relationship with us. Please read this Section 7 carefully.
A. Informal Process First
Both you and GB agree that, in the event of any Dispute between us, you and GB will first contact the other party and make a good-faith, sustained effort to resolve the Dispute, which shall be a precondition to commencing arbitration or other more formal means of resolution. To provide us with notice of a Dispute, you must send to us, by certified mail, a written notice of your claim (“Notice”), addressed to: CaaStle Inc. (c/o Gwynnie Bee), Attn: Legal Department, 5 Penn Plaza, Fl. 4, New York, NY 10001. If we need to provide you with notice of a Dispute, we will send a written Notice to an email address that you have previously provided to us, if available. We may also use any other means to contact you. A Notice, whether sent by you or by us, must (i) describe the nature and basis of the claim(s) giving rise to the Dispute; and (ii) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within 45 days after the Notice is received, either you or we may commence an arbitration proceeding or file a claim in small claims court (if applicable). Arbitration forms can be downloaded from https://www.jamsadr.com/.
B. Mandatory, Binding Arbitration
Both you and GB agree that, if a Dispute cannot be resolved without a more formal resolution process, such Dispute shall be resolved through mandatory, binding individual arbitration in accordance with this Section 7. You hereby agree to waive your right to go to court to resolve any Dispute between you and us and/or to assert or defend your rights under these Terms or any other agreements or policies on the Site, except for matters that may be taken to court in accordance with Sections 7(C) and 7(D) below. Arbitration will be conducted in the English language and in accordance with the "Expedited Procedures" set forth in the JAMS Comprehensive Arbitration Rules and Procedures in effect as of the Effective Date of these Terms (the "Arbitration Rules"), as modified by this Arbitration Agreement. The Arbitration Rules are accessible and can be viewed online at https://www.jamsadr.com/rules-comprehensive-arbitration/. Your rights will be determined by a neutral arbitrator, and not by a judge or jury. Disputes will be resolved through mandatory, binding individual arbitration submitted to JAMS at either your or our request, as applicable, in accordance with the Arbitration Rules and subject to the following additional terms and conditions:
Selection of Arbitrator
Arbitration will be conducted by a single neutral arbitrator ("Arbitrator") with substantial experience in resolving consumer and commercial contract disputes and intellectual property disputes, and will otherwise be selected in accordance with the Arbitration Rules.
Conduct of Arbitration
The arbitration will be conducted in accordance with the Arbitration Rules, as modified by this Arbitration Agreement. If your claim is for $10,000 (USD) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the Arbitrator or through a hearing. If your claim exceeds $10,000 (USD), the right to a hearing will be determined by the Arbitration Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the Arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the Arbitrator, unless extended by the Arbitrator.
Location of Arbitration Proceedings.
The Arbitrator will conduct hearings and conferences, if any, by teleconference or videoconference, unless the Arbitrator determines upon request by you or by us that an in-person hearing or conference is appropriate. In-person arbitration hearings and conferences, if any, will be held in New York, New York. If the Arbitrator finds this location to be unreasonably burdensome to you, arbitration proceedings may be conducted at a location that is reasonably convenient to both parties. You may be entitled to an in-person hearing near your place of residence.
Findings and Conclusions.
The Arbitrator shall, after reaching judgment and award, prepare and distribute to the parties written findings of fact and conclusions of law relevant to such judgment and award and containing an opinion setting forth the reasons for the grant or denial of any award. The award of the Arbitrator shall be final and binding on the parties, and judgment thereon may be entered in a court of competent jurisdiction. The Arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. The Arbitrator is not empowered to award any incidental, indirect or consequential damages, including damages for lost profits.
Costs and Fees.
Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the Arbitration Rules.
The parties shall maintain the confidentiality of all arbitration proceedings, including the arbitration award (if any) and the conduct and content of hearings and conferences, except as may be necessary to prepare for or conduct the arbitration hearing on the merits or as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
Governing Law and Rules.
This Arbitration Agreement (including Sections 7(C) and 7(D) below) and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, exclusive of conflict or choice of law rules. Notwithstanding the preceding sentence, any arbitration shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.
- Selection of Arbitrator
C. Small Claims Court; Equitable Relief
Notwithstanding the obligation to resolve Disputes through mandatory, binding arbitration, both you and we may bring a qualifying individual claim in small claims court, in a manner that is consistent with the jurisdictional and dollar limits that apply. Additionally, both you and we have the right to pursue injunctive or other equitable relief at any time, from any court having jurisdiction, as may be necessary to protect against infringement, other misuse of intellectual property rights, and any other scenarios where equitable relief is appropriate.
D. Class Action Waiver; Waiver of Jury Trial; Severability
You and we agree that each may bring claims against the other party only in your or our individual capacity, and not as a plaintiff or class member in any class action or other representative proceeding. Any arbitration, Dispute, or other proceeding related to these Terms, your relationship with us, or your use of the Services shall be conducted on an individual basis, and not in any class action, mass action, or on a consolidated or representative basis. Further, unless you and we agree otherwise, an Arbitrator shall have no authority to award class-wide relief or to combine or aggregate similar claims or unrelated transactions to your claims. If for any reason a Dispute proceeds in court rather than in arbitration, the parties each waive any right to a jury trial. Any claim that all or part of the Class Action Waiver is unenforceable must be determined by a court of competent jurisdiction, and not by any arbitrator. If the Class Action Waiver is found to be unenforceable, then the entirety of this Arbitration Agreement shall be null and void. Except as provided above regarding the Class Action Waiver, any Dispute that arises out of or relates to the interpretation or application of this Arbitration Agreement, including the enforceability, revocability, or validity of the Arbitration Agreement or any portion thereof, shall be decided by an Arbitrator, and not by a court or judge.
- A. Informal Process First
You consent to receiving communications from us, including email, text messages, calls, direct mail, and push notifications, including for the purposes of notifying you about the status of your order, sending you reminders, collecting outstanding payments, facilitating secondary authentication, and providing other information. We may contact you by telephone calls or text messages, including by an automatic telephone dialing system, at any of the telephone numbers you provide us. Standard message and data rates charged by your mobile carrier may apply to the text messages we send you. You may opt out of receiving communications by following the unsubscribe procedures we provide you. To opt-out of receiving text messages, reply "STOP" to a text message you receive from us or contact us by email at email@example.com or by phone at 855-GWYNNIE (855-499-6643). You acknowledge that opting out of receiving communications may impact your use of the Services.
B. Export Laws
You are responsible for complying with U.S. export controls, including any U.S. embargoes or other rules and regulations governing exports. You agree not to export the Services (including Products and any GB Content) or any part thereof, in any way, in violation of U.S. law. You further represent and warrant that you are not (i) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; or (ii) identified on any of the U.S. government's lists of restricted end users.
C. Governing Law/Venue
These Terms are governed and interpreted pursuant to the laws of the United States (including federal arbitration law) and the laws of the State of New York, without regard to conflicts or choice of law provisions thereof. Any Dispute that, notwithstanding the Arbitration Agreement above, results in court action, shall be resolved exclusively by a state or federal court located in New York County, New York, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non conveniens.
D. Entire Agreement
These Terms, including any Supplemental Terms incorporated herein by reference, constitute the entire agreement between you and GB relating to the subject matter herein and shall not be modified except by GB in accordance with these Terms, or as otherwise agreed in writing by you and GB. No employee, agent, or other representative of GB has any authority to bind GB with respect to any statement, representation, warranty, or other expression not specifically set forth in these Terms. You acknowledge and agree that you are not an employee, agent, partner, or joint venturer of GB, and that you do not have any authority of any kind to bind us in any respect.
E. Severability and Waiver
If any part of these Terms is found to be unlawful, void, or unenforceable, that part will be deemed severable and limited or eliminated to the minimum extent necessary, and such provision will not affect the validity or enforceability of any of the remaining provisions of these Terms. The failure of a party to require performance of any obligation or provision under these Terms will not affect such party's right to require performance at any time thereafter. Neither shall a waiver of any breach of or default under any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
You may not assign or transfer these Terms or any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer, or delegate these Terms and our rights and obligations (in whole or in part) at any time without your consent or notice to you.
G. Contact Us
Please send any questions, comments, or reports of violations of these Terms, to us by one of the following methods: (i) by mail to CaaStle Inc., c/o Gwynnie Bee, 5 Penn Plaza, Fl. 4, New York, NY 10001; (ii) by email to firstname.lastname@example.org; or (iii) by phone to 855-GWYNNIE (855-499-6643). California residents can reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by phone at (916) 445-1254 or (800) 952-5210.
- A. Communications