THESE TERMS OF SERVICE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “CUSTOMER”) AND SOLESCRIPTION LLC (“WE”, “US” OR “SOLESCRIPTION”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU WILL PROVIDE INFORMATION TO US AND PURCHASE A MONTHLY MEMBERSHIP (“A “MEMBERSHIP”) TO RENT OR PURCHASE SHOES (EACH A “PRODUCT AND COLLECTIVELY, THE “PRODUCTS”) AND RECEIVE RELATED SERVICES FROM US. BY USING OUR SITE, WWW.SOLESCRIPTION.COM (THE “SITE”), YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SITE OR PURCHASE PRODUCTS FROM, OR MEMBERSHIPS TO, THE SITE.
By signing up for a Membership, you represent, acknowledge and agree that you are at least 18 years of age. If you are a parent or legal guardian who is registering for a child, you hereby agree to bind your child to this Agreement and to fully indemnify, release and hold harmless SoleScription if your child breaches or disaffirms any term or condition of this Agreement.
1 – CHANGES TO SITE; PERSONAL INFORMATION/PRIVACY
1.1 – Changes to the site
SoleScription may add to, change or remove any part of the Site, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you.
1.2 – Personal Information
Customers agree to provide accurate, current, and complete information as required for the purchase of the Services or Products. SoleScription reserves the right to block further transactions to Customers who provide false, inaccurate or incomplete data. Customer acknowledges that SoleScription uses a third party payment processing service to process orders and bill fees to your credit card.
1.3 – Privacy
2 – USE OF SITE
2.1 – Passwords
You are responsible for maintaining the confidentiality of your passwords, and you are responsible for all activities that occur using your passwords or accounts. You agree not to share your passwords, let anyone else access your passwords or do anything else that might jeopardize the security of your passwords. You agree to notify SoleScription if there is any unauthorized use of your password on this Site or if you know of any other breach of security in relation to this Site.
2.2 – Use of Site; Prohibitions
Subject to your compliance with this Agreement, SoleScription hereby grants you a limited, personal, revocable, non-transferable, non-sub-licensable, and non-exclusive license to access the Site and use the content, information, text, images, graphics, interfaces, audio and video clips and any other materials displayed on the Site (collectively, the “Content”), solely for your personal, non-commercial use. You may not copy, modify, reproduce, publicly display or perform, distribute, or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, your authorization to use the Site and Content automatically terminates without notice to you.
You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Content or otherwise attempt to gain unauthorized access to any portion of the Site or Content or any other systems or networks connected to the Site, or to any server of SoleScription or its third party service providers, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or with any other person’s use of the Site; (d) track or seek to trace any information on any other person who visits the Site; (e) use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; (f) transmit any advertising or promotional material, including any "junk mail," "chain letter" or "spam" or any other similar solicitation; or (g) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Site or Content.
2.3 – User Contributions
The Site contains a forum and may in the future include message boards, chat rooms, personal web pages or profiles and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Site.
We reserve the right in our sole discretion to:
YOU WAIVE AND AGREE TO HOLD HARMLESS SOLESCRIPTION AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF OUR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY ANY OF SOLESCRIPTION, SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
2.4 – Copyright Infringement
If you believe that any User Contributions violate your copyright, please email us at firstname.lastname@example.org. It is our policy to terminate the user accounts of infringers.
3 – TERMS OF RENTALS & SALES
3.1 - Rentals & Sales of Products and Memberships to End Users Only
SoleScription rents and sells the Products from the Site to end-user customers who purchase monthly memberships to receive the Products (“Membership(s)”) only for their own personal, non-commercial use. You may not purchase Products or Memberships for further distribution or resale or for any other commercial or business purpose. The Membership and all rights and privileges conferred are personal and non-transferable. We may cancel a membership for any reason. See 3.7 Membership Cancellation Policy below.
3.2 - Rentals & Sales
SoleScription rents shoes to end-user customers for a monthly Membership fee. At times, shoes are new while others are pre-used. SoleScription makes every effort to thoroughly clean each pair of shoes prior to sending them to customers. SoleScription will only send out the next pair of shoes after the previous pair has been returned or bought by the customer. Customers have the option to buy their rental shoes at a discounted price. If such case, SoleScription will send out the next pair of rental shoes only after the purchase price for the purchased pair of shoes have been paid in full. All sales are final and non-refundable.
3.3 – Condition on Return
Products must be returned to SoleScription in usable condition.
Normal wear and tear is expected and you will not be charged for the Product in the event of normal wear and tear. Normal wear and tear encompasses minor stains, worn sole or heel, scratched sole, stuck zippers or other minor damage that can be repaired by our team of workers and contractors and is covered by the subscription price you paid in order to rent the shoes.
If you return a Product that is damaged beyond normal wear and tear, as determined by SoleScription in our sole discretion, then we shall charge you, and you agree to pay, for replacing the Product, up to the retail price for the Product as advertised on our site OR explained to you in the package delivered to you.
3.4 - Pricing
The price that we will charge you for Memberships will be the price as posted on the Site on the date you first sign-up for a Membership. In the event that you decide to purchase Products, the price will be as advertised on the Site, however, SoleScription reserves the right to change prices for Products and Memberships at any time, and does not provide price protection or refunds in the event of promotions or price decreases.
You are also responsible for paying any sales and use taxes that may apply to your purchase of Products or Memberships based on the address that you provide as the shipping address when you register for a Membership or purchase the Products, and you authorize SoleScription or the third party payment processing service provider that we engage to charge your credit card for any such taxes and fees.
3.5 – Refund Policy
Membership fees are not refundable. If you are dissatisfied with the Membership for any reason, you may cancel the service anytime before the next monthly billing.
If you choose to purchase Products on the Site, sales will be considered final when you complete the purchase on the Site. Thereafter, Products may not be returned and you will not be refunded the cost of the Product for any reason.
3.6 – Payment Methods and Automatic Monthly Membership Renewals
SoleScription accepts credit card payments only. You agree to pay all fees charged to your account based on SoleScription’s fees, charges, and billing terms in effect as shown on the payment page when you first sign-up for a Membership. All payments shall be made by credit card in advance prior to shipping the Products. If you do not pay on time or if your credit card cannot be charged for any reason, SoleScription reserves the right to either suspend or terminate your account and Membership and terminate this Agreement. All sales and payments will be in US Dollars.
IMPORTANT NOTICE TO CONSUMER:
MONTHLY MEMBERSHIP RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR CARD ON FILE EACH MONTH. SoleScription will automatically renew your Membership on each monthly anniversary date of the Membership and, as authorized by you by checking the box demonstrating your consent for automatic monthly renewal of your Membership during the sign-up process, we will charge your credit card with the applicable Membership fee and any sales or similar taxes that may be imposed on your Membership fee payments. Each Membership renewal period is for one month.
3.7 – Membership Cancellation Policy
MEMBERSHIP CANCELLATION. You may cancel your Membership at any time by emailing SoleScription directly at email@example.com. All cancellation requests must be received by the first day of the month. Cancellation requests received after the first of the month shall take effect the following month. You will not be eligible for a prorated refund of any portion of the Membership fees paid for any unused days of the then-current Membership term. SoleScription will not cancel your Membership until all rental Products are returned in usable condition, normal wear and tear excepted.
Additionally, SoleScription retains the right to cancel your Membership at any time for any reason or no reason.
3.8 – Shipping and Product Acceptance
Shipping dates are estimates only. All shipments are sent Priority Mail mail via the US Postal Service. The risk of loss and title for all Products purchased via the Site pass to the Customer upon delivery of the item to the carrier. In other words, SoleScription is not liable for Products that are damaged or lost in transit to SoleScription.
3.9 – Pausing and Resuming Shipping
SoleScription offers its members the ability to temporarily suspend their Memberships (“Suspension Period”). During the Suspension Period, members will remain active members, but they will not receive any Products.
A Membership may be placed on a Suspension Period for either a one, two, or three month period. During the Suspension Period, members will remain a member of SoleScription, continue to receive communications from SoleScription via email, but will not be charged any sort of maintenance or membership fee.
Members who are in a Suspension Period may resume receiving Products by emailing SoleScription directly and resuming shipping either immediately or on their original bill date. You may email any questions about the Suspension Period to firstname.lastname@example.org.
4 – PROPRIETARY RIGHTS
You hereby acknowledge and agree that SoleScription or its licensors own all legal right, title and interest in and to the Site and Content, including, without limitation, any and all intellectual property and other proprietary rights which subsist in the Site and Content, whether such rights are registered or unregistered, and wherever in the world those rights may exist.
SoleScription is a trademark of SoleScription in the United States. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in this Agreement, all information and screens appearing on this Site, including Content, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of SoleScription, Copyright © 2015 SoleScription LLC. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
5 – PRODUCT/IDEA SUBMISSIONS
SoleScription and its personnel do not accept or consider unsolicited ideas, including, without limitation, ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas, original creative artwork, suggestions or other works (“Submissions”) in any form to SoleScription or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when any of SoleScription’s products, services or marketing strategies might seem similar to ideas submitted to SoleScription. If, despite our request that you not send us your ideas, you still submit them, then regardless of what your correspondence says, the following terms shall apply to your Submissions.
You agree that:
(i) Any Submission (including its complete contents) by you to SoleScription will automatically become the property of SoleScription, without any compensation to you;
(ii) SoleScription may use or redistribute any Submission and its contents for any purpose and in any way, without any compensation to you;
(iii) SoleScription has no obligation to review any Submission; and
(iv) SoleScription has no obligation to keep any Submission confidential, and no confidential relationship may be established by or inferred from any such Submissions to, or the consideration of your Submissions by, SoleScription.
6 – THIRD PARTY SITES
7 – Indemnification
You hereby agree to defend, release, indemnify and hold harmless each of the SoleScription Parties (as defined in Section 8 below) from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorneys’ fees and costs) arising from your breach of this Agreement, or otherwise arising from your use or misuse of the Site, Content or Products or arising out of your User Contributions.
8 – DISCLAIMER OF WARRANTIES
THE SITE, CONTENT, PRODUCTS AND MEMBERSHIPS ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. SOLESCRIPTION, ON BEHALF OF ITSELF AND ITS AFFILIATES, SUPPLIERS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE MEMBERS, PARTNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “SOLESCRIPTION PARTIES”): (A)EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B)DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, PRODUCTS OR MEMBERSHIPS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C)DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, PRODUCTS OR MEMBERSHIPS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D)DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OF THE SITE, CONTENT OR PRODUCTS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE, CONTENT, PRODUCTS OR MEMBERSHIPS IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, CONTENT, PRODUCTS AND MEMBERSHIPS.
THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND SOLESCRIPTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOLESCRIPTION OR ANY PERSON ON BEHALF OF SOLESCRIPTION SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.
NOTHING IN THIS SECTION 8 SHALL EXCLUDE OR LIMIT THE SOLESCRIPTION PARTIES’ WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
9 – LIMITATION OF LIABILITY
IN NO EVENT SHALL ANY SOLESCRIPTION PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF VALUE OF THE PRODUCTS OR LOSS OF USE OF THE PRODUCTS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A SOLESCRIPTION PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF, NOTWITHSTANDING THE FOREGOING, A SOLESCRIPTION PARTY IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE, CONTENT, PRODUCTS OR MEMBERSHIPS, THE RELEVANT SOLESCRIPTION PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID SOLESCRIPTION FOR THE PRODUCTS OR MEMBERSHIP, AS APPLICABLE; AND (B) THE SUM OF ONE HUNDRED US DOLLARS (US$100).
NOTHING IN THIS SECTION 9 SHALL EXCLUDE OR LIMIT ANY SOLESCRIPTION PARTY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH DOLLAR SHAVE CLUB PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
10 – ELECTRONIC COMMUNICATIONS; GENERAL TERMS
10.1 – Electronic Communications
Whenever you visit our Site or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.
10.2 – General Terms