Last updated: May 14, 2019
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN THE SECTION ENTITLED "DISPUTE RESOLUTION AND ARBITRATION" BELOW, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST PART & PARCEL ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST PART & PARCEL IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.
Welcome to the 67 Ventures, Inc. dba Part & Parcel (collectively, "Part & Parcel", “we,” “us” and “our”) websites, which include, but are not limited to www.partandparcel.com and all related services, content, functionality, and transactions offered by Part & Parcel on or through www.partandparcel.com and any other website or mobile application owned and operated by Part & Parcel (collectively, the "Sites"). These Terms of Service (these "Terms") govern your use of each of the Sites and our online stores accessible to exclusively to our P&P Partners (defined below) via the Sites. The Sites and our services are collectively called the "Services".
Please read and review these Terms carefully. Your use of the Services is expressly conditioned on your acceptance of the following Terms. By using the Services, you signify your assent to these Terms of Service. If you don't agree to these Terms, do not use the Services.
“P&P Partners” include Partners of Part & Parcel, each of whom are independent contractors who sell Part & Parcel brand products online and in-person pursuant to a separate Independent Partner Agreement (the “IPA”). For P&P Partners, in the event of any direct conflict between these Terms and the IPA to which you agreed at the time you signed up as a P&P Partner, the IPA will govern and control. Part & Parcel’s products are sold exclusively through the P&P Partners as independent distributors. To be connected to a P&P Partner click on Find a Partner on our How to Shop page. You do not have to be a P&P Partner to purchase our products and use the Services as a customer. If you are interested in becoming a P&P Partner click Become a Partner on our How to Earn page.
Changes to Terms or Services
We reserve the right to update or modify these Terms at any time in our sole discretion without notice other than posting the amended Terms of Service on the Sites. The amended Terms of Service will automatically be effective when posted on our Sites. Your continued use of our Sites after any changes in these Terms of Service shall constitute your consent to such changes If you don't agree to be bound by the modified Terms, then you may not use the Services anymore. Because the Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, in our sole discretion. Please note our employees, customer service representatives, P&P Partners, or other agents are not authorized to modify any provision of these Terms, either verbally or in writing.
Who May Use the Services
Eligibility. You may use the Services only if you are (a) 18 years or older, are capable of forming a binding contract with us and are not barred from using the Services under applicable law, or (b) 13 years or older and have your parent or guardian’s consent to the Terms. The Website is not intended for children under the age of 13 and no person under the age of 13 may use the Website or Services. By using the Services, you represent and warrant that you are 18 years or older or that you are at least 13 years old and have your parent or guardian’s consent. P&P Partners must be 18 years or older and capable of forming a binding contract with us.
How the Services Work. We make available an online platform that allows you to purchase products exclusively through our P&P Partners, mainly clothes, shoes and accessories ("Products"). Through the Services you will be able to browse our Products, and if you are a P&P Partner, place orders and complete a Fit Profile for you and your customers.
Registration and Your Information and Account. Some features of the Services permit or require you to create an account (“Account”) via the Sites to participate in or to secure additional benefits. You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration processes. We, or your P&P Partner for customers, will also ask you for additional information about your size and fit preferences in order to establish your fit profile (“Fit Profile”). You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph.
Referrals. Using the features of the Services, you’ll be able to connect with a P&P Partner to schedule an in-person or virtual style session in order to try on, discuss or purchase our Products (as defined below). You agree that if you request that we connect you to a P&P Partners, you will be asked to provide your name and contact information. We may provide your information to a P&P Partner and they may contact you using the contact information you provided us.
Subscription. You’ll be able to subscribe to our mailing list to receive emails and updates from the Services by providing us with your email address. You can unsubscribe at any time following the instructions in the bottom of our emails, or if you are a P&P Partner you can also manage your communication preferences in your account.
Order Confirmation. We will provide an email or other form of confirmation after receipt of your purchase order. Your receipt of an order confirmation merely confirms our receipt of your order and neither indicates our acceptance of your order nor confirms our offer to sell. We reserve the right to refuse or limit any order you place with us. We may also, in our sole discretion, limit or cancel quantities purchased per person, household or order. These restrictions may include orders placed by or under the same Account, Method of Payment (as defined below), email address, and/or using the same billing and/or shipping address. We also reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors that are not one of our P&P Partners, or due to suspected fraud or unauthorized or illegal activity. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email address provided at the time the order was made. If we cancel all or any part of your order after your Method of Payment has been charged, we will refund the billed amount.
Shipment Confirmation and Delivery. All orders are subject to acceptance by us, and we will confirm such acceptance by sending you an email confirming the Products have been shipped. You may choose the method of shipment and timing of delivery for Products you order if more than one method is available, and you will be charged shipping and handling charges accordingly based on your choice. Product availability may be limited in some cases and not available for immediate shipment. In that case, products may be delivered in separate shipments depending on availability. You are welcome to contact your P&P Partner or Customer Service at email@example.com if you wish to cancel or modify your order due to a delay in shipping. We are not responsible for deliveries that are delayed due to events that are beyond our control. However, we will work with you to ensure a smooth delivery. We reserve the right to cancel and accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized illegal activity.
Prices. The prices displayed for Products available for purchase via the Services represent the applicable retail prices, and do not include taxes, shipping or handling charges (to the extent applicable). Any applicable taxes, shipping or handling charges will be communicated to you before you place an order. The prices displayed on the Services are quoted in U.S. dollars. Products in your shopping cart reflect the current price displayed on the Product’s details page. Please note that this price may differ from the price displayed when the Product was first placed in your shopping cart.
Payment. By submitting an order through the Services, you agree to pay in advance the price of the Product(s) ordered, plus any applicable taxes, shipping and handling and/or other charges. Payment may be made by credit card or any other method of payment we may make available to you (each, a "Method of Payment"). In order to make a payment, you must provide us with valid credit card and/or other billing information and authorize us (or any third-party payment service provider engaged by us) to charge your Method of Payment for all orders placed and accepted via the Services. Part & Parcel uses third-party payment processors for electronic commerce. Our payment processors and the Method of Payment they accept may change without notice. Part & Parcel makes no representations and warranties about the continued availability of any particular form of payment method made available for use with the Service. By using such third-party payment processors, you agree to their terms and conditions of use. Such third parties may charge fees to process payments. Part & Parcel disclaims all liability with regards to any fees or problems you have with third-party payment processors.
Pre-Authorization. When you provide a credit card number to pay for a purchase on the Service, we, through our third-party payment processor, may seek pre-authorization of your credit card account prior to a purchase. This pre-authorization will verify the credit card is valid and/or has the necessary funds or credit available to cover your required payment. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement.
Notice of Failed Payment. If any fee cannot be charged to your credit card for any reason, we may provide you, via phone or email, notice of such non-payment. If such non-payment is not remedied within seven days after receiving such notice of non-payment, then we may terminate the applicable transaction.
Taxes and Fees. You are responsible for determining and paying the appropriate government taxes, fees, and service charges resulting from a transaction occurring through the Service. We are not responsible for collecting, reporting, paying, or remitting to you any such taxes, fees, or service charges.
Cancellation, Return and Exchange Policies. Cancellation, return and exchange policies are available to you via the Services. If a Product is not what you expected it to be, please review such policies found our our Support FAQ page to learn how and when you may return or exchange a Product purchased via the Services. You agree that any applicable shipping and/or handling charges may be non-refundable.
Risk of Shipping Loss. All items purchase from Part & Parcel are made pursuant to a shipment contract. That means that the risk of loss and title for such items pass to you upon our delivery to the shipping carrier.
Product Information. Most Products displayed on the Services are available exclusively through our P&P Partners who will place orders for themselves and customers online through the Services. These Products may have limited quantities and, because of their limited availability, stock will not and cannot be refreshed. When a Product featured on the Services is no longer in stock, we use our best efforts to remove such Product from the Services in a timely manner. Should you have any questions concerning the availability of a particular Product, please contact your P&P Partner or our Customer Service at firstname.lastname@example.org.
Errors, Inaccuracies and Omissions. We make every effort to present the most recent, accurate, and reliable information on the Services at all times. However, occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, promotions, offers, and availability. We reserve the right to amend errors or to update Product information at any time without prior notice. In the event a Product is listed at an incorrect price due to photographical error, typographical error or any other error in pricing information, we reserve the right to refuse or cancel any orders placed for any Product listed at the incorrect price. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your Method of Payment charged. If your Method of Payment has already been charged for the purchase and your order is cancelled, we will issue a credit to your Method of Payment in the amount of the incorrect price.
Colors & Style. We have made every effort to display as accurately as possible the attributes, including colors and styles, of Products that appear on the Services. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor's display of any color will accurately reflect actual Product color or finish.
Cancellation of Orders. We reserve the right to cancel, modify or suspend any order placed if we determine in our sole discretion that a user has violated these Terms, including by engaging in any fraudulent or misleading activity (for example, by using false names, multiple identities, multiple email accounts or email addresses, impersonating another person or otherwise providing false or misleading information), or if we believe, in our sole discretion, that a user’s conduct violates applicable law or is harmful to our interests.
Alerts and Notifications
As part of the Services, you may receive notifications, alerts, emails, or other types of messages regarding the Services (for example, order confirmations, shipment confirmations and/or delivery information). We may also periodically send you emails that directly promote the Services and Products (for example, new Product offerings or features we provide, recommendations, special discounts or promotions). When you receive such promotional emails from us you will have the opportunity to "opt-out" by following the unsubscribe instructions provided in the email you receive.
When you access any Part & Parcel Services through a mobile network, your network or roaming provider’s messaging data and other rates and fees may apply.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to Products or the Services (collectively "Feedback"), you agree we may use the Feedback to: (a) improve our Services or any Products and (b) promote the Services and Products, and that you will not be due any compensation for your Feedback that is used in these ways. To the extent that we have your name, likeness, or voice, this will be part of the Feedback and you agree that we may use your name, likeness and voice in the same manner that we can use other Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Services or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You can submit Feedback by email at email@example.com.
Content and Content Rights
For purposes of these Terms: (i) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) "User Content" means any Content that Account holders or other users of the Services (including you) submit, upload, embed, display, communicate, or otherwise provide to be made available through the Services or transmit to us through the Services (including by email). References to the "Content" include User Content, unless otherwise indicated.
Content Ownership, Responsibility and Removal
Part & Parcel does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Excluding User Content, Part & Parcel and/or its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge and agree that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Part & Parcel and all related names, logos, product and service names, designs and slogans, including without limitation PLUS TO PLUSTM and DIMENSIONAL DESIGNTM, are trademarks of Part & Parcel and/or its licensors. You must not use such marks without the prior written permission of Part & Parcel. All other names, logos, product and service names, designs and/or slogans on the Sites are the trademarks of their respective owners. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You. By making any User Content available through the Services or otherwise sharing such User Content with Part & Parcel, you hereby grant to Part & Parcel a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, transferable and sublicenseable license to use, copy, edit, translate, distribute, modify, create derivative works based upon, publicly display, publicly perform and distribute you User Content, in any media or medium, or any form, format, or forum now known or hereafter developed. Part & Parcel may sublicense its rights through multiple tiers of sublicenses. You retain all other rights with respect to your User Content.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
By using the Services, you agree not to submit to or share any User Content that:
- is false, fraudulent, inaccurate, or misleading;
- violates any local, state, federal, or international laws or is otherwise tortious;
- is protected by or would infringe on the rights of others (including Part & Parcel), including any patent, copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;
- is obscene, indecent, pornographic, or otherwise objectionable;
- is derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by Part & Parcel in its sole discretion;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
- is violent or threatening, or promotes violence against, or actions that are threatening to, any individual or group;
- contains advertisements, solicitations, or spam links to other web sites or individuals, without prior written permission from Part & Parcel;
- contains or relates to chain letters or pyramid schemes;
- impersonates another business, person, or entity, including Part & Parcel, its related entities, employees, and agents;
- violates any policy posted on the Sites; or
- is intended to cause harm, damage, disable, or otherwise interfere with the Sites or our partners.
Any and all User Content that you make available through the Services shall be deemed non-confidential and non-proprietary.
Although we cannot monitor all User Content shared or submitted through the Services, you understand that we shall have the right, but not the obligation, to monitor any User Content shared or submitted through the Services to determine compliance with these Terms and any other operating rules that may be established by Part & Parcel from time to time. Part & Parcel shall have the right, in its sole discretion, to edit, move, delete, or refuse to post any User Content shared or submitted through the Services for any reason, including violation of these Terms, whether for legal or other reasons, or because the material is objectionable or stale. Notwithstanding this right of ours, users shall remain solely responsible for their User Content. You acknowledge and agree that neither Part & Parcel nor any of its affiliates shall assume or have any liability for any action or inaction by Part & Parcel with respect to any User Content shared or submitted through the Services.
Without limiting the foregoing, we have the right and obligation to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND RELEASE PART & PARCEL, ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS FROM ANY CLAIMS YOU MIGHT BRING RESULTING FROM ANY SUCH PARTY’S COOPERATION WITH SUCH AN INVESTIGATION AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF SUCH AN INVESTIGATION.
Rights in Content Granted by Part & Parcel. Subject to your compliance with these Terms, Part & Parcel permits you to view and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes. You may not otherwise reproduce any of the Content found on the Sites without the prior written consent of Part & Parcel or other applicable owner. No license, right, title, or interest in the Sites or any Content is transferred to you as a result of your use of the Sites or Services or your accessing, viewing, downloading, or printing of the Content.
Open-Source Software. Certain software code incorporated into or distributed with the Services may be licensed by third parties under various "open-source" or "public-source" software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, the MIT License and the Spree License) (collectively, the "Open Source Software"). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under these Terms and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.
Notice and Takedown Procedures
We respect the intellectual property rights of others, and require that the people who use the Services do the same. We may terminate the use privileges of users who are repeat infringers of intellectual property rights. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Services in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law. If you believe in good faith that any User Content accessible on or from the Services infringes your copyright, you may request removal of those materials (or access thereto) from the Services, pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3), by contacting the Part & Parcel Designated Agent (address identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- Identification of the User Content that you believe to be infringing and its location. Please describe the User Content, and provide us with its URL or any other pertinent information that will allow us to locate the User Content.
- Your name, address, telephone number, and email address.
- A statement that you have a good faith belief that the complained of use of the work is not authorized by the copyright owner, its agent, or the law.
- A statement that the information you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or authorized representative.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
You must submit your written notice containing the above information to our Designated Agent who can be reached by email at legal @partandparcel.com or Part & Parcel, Attn: Copyright, 649 Mission St., San Francisco, CA 94105.
We may give notice to our users by means of a general notice on any of our Sites, electronic mail to a user’s email address in our records, or written communication sent by first class mail to a user’s physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the Designated Agent that includes the information below.
To be effective, the counter-notification must be a written communication that includes the following:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
The Services may be used only for lawful purposes and in accordance with these Terms. You agree you will not use the Services to engage in or encourage conduct that, in our sole discretion and judgment, would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); communicate, transmit, redistribute or upload content or material (including User Content) that infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; is incomplete, false, inaccurate or not your own; contains any unsolicited advertising, promotional materials, or other forms of solicitation to other users, individuals or entities; includes any addresses, email addresses, phone numbers or any contact information; contains corrupted files, viruses, malware or any harmful software; is libelous, defamatory or otherwise unlawful, threatening, harassing, abusive, vulgar, obscene, offensive, sexually explicit, hateful, profane, indecent, racially or ethnically derogatory, or otherwise objectionable; promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; or is violent or promotes violence or actions that are threatening to any person or entity; impersonate any person, business or entity, including us (our brands, lines of business, subsidiaries, and affiliated companies) and our employees and agents; or engage in or encourage any conduct that restricts, impairs or inhibits any other user from using or enjoying the Services.
Violations of system or network security may result in civil or criminal liability. Part & Parcel may investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting any user or users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Services and you agree not to do any of the following: use, display, mirror or frame the Services or any individual element within the Services, Part & Parcel’s name, any Part & Parcel trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Part & Parcel's express written consent; access, tamper with, or use non-public areas of the Services, Part & Parcel's computer systems, or the technical delivery systems of Part & Parcel's providers; avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Part & Parcel or any of Part & Parcel's providers or any other third party (including another user) to protect the Services or Content; attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools and the like) other than the software and/or search agents provided by Part & Parcel or other generally available third-party web browsers; access data not intended for you or log on to a Part & Parcel server or account you are not authorized to access; attempt (or succeed in an attempt) to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; attempt (or succeed in an attempt) to interfere in any way with, gain unauthorized access to, damage or disrupt any part of the Services, or any Site's or Part & Parcel's networks or network security, or use any Site's service to gain unauthorized access to any other computer system; use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information; or attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content.
Links to Third-Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. If you use the links, you will leave the Services and your activities may be governed by other terms and conditions and privacy practices. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
Unless otherwise permitted in writing signed by an authorized representative of Part & Parcel, a website that links to this Service shall not imply, either directly or indirectly, that Part & Parcel is endorsing its products; use any of our Trademarks or the Trademarks of our licensors; contain content or material that could be construed as offensive, controversial or distasteful and should only contain content that is appropriate for all age groups; disparage us or our products in any way or otherwise negatively affect or harm our reputation and goodwill; present false or misleading information about us or the P&P Partner opportunity; misrepresent any relationship with us; replicate in any manner any content in the Service; and create a browser or border environment around Service material.
Promotions and Special Terms
Note that special terms apply to some services offered on the Service, such as subscription-based services. These terms are posted on the Service in connection with the applicable service. Any such terms are in addition to these Terms and, in the event of a conflict, prevail over these Terms.
Accessing the Services and Account Security
We reserve the right, at any time in our sole discretion and without notice to you, to modify, suspend or discontinue the Services and Content. We may also impose rules for and limits on use of the Services or restrict your access to part or all of the Services without notice or penalty. You agree that, to the fullest extent allowed by applicable law, we will not be liable to you or to any third party for any modification, suspension or discontinuance of any Services or Content.
YOUR USE OF THE SERVICES AND CONTENT AND YOUR PURCHASE OF PRODUCTS ARE AT YOUR SOLE RISK. THE SERVICES, CONTENT AND PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, PART & PARCEL EXPLICITLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES, CONTENT AND PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PART & PARCEL MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY AND/OR PRICING OF PRODUCTS SOLD VIA THE SERVICES. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING SUCH SERVICES.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Part & Parcel, its parent, affiliates, licensees, successors and assigns, and any of their respective directors, officers, employees, and agents from and against all claims, liabilities, damages, expenses and costs (including reasonable attorneys' fees) arising out of, related to, or in connection with your violation of these Terms.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, PART & PARCEL, ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT ("THE RELEASED PARTIES") SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, OR SERVICE INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, PRODUCTS OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PART & PARCEL OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, PART & PARCEL'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID TO PART & PARCEL IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, IF ANY, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PART & PARCEL, AS APPLICABLE.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY USER OF THE SITES OR SERVICES.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PART & PARCEL AND YOU.
We control and operate the Services from the United States, and all information is processed within the United States. We do not represent that Content on the Services is appropriate or available for use in other locations. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Services.
Software, if any, that may be downloaded from the Services is subject to export controls under the laws and regulations of the United States. By visiting and using any of the Services, you acknowledge that you are not a national of, or resident within any of the countries that are subject to trade embargo under these laws and regulations or listed on any of the United States government's lists of prohibited and restricted parties.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of California without regard to its conflict of laws provisions.
Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. PLEASE NOTE THAT THIS SECTION DOES NOT APPLY TO P&P PARTNERS, WHOSE DISPUTE RESOLUTIONS RIGHTS AND OBLIGATIONS ARE GOVERNED BY THE IPA.
Scope of the Arbitration Agreement. Mindful of the high cost of legal disputes, not only in dollars but in time and energy, both you and Part & Parcel agree that any legal dispute between you and Part & Parcel concerning or arising in any way out of a purchase from Part & Parcel, any communications between you and Part & Parcel, or your participation in any other program or service provided by Part & Parcel shall be resolved through binding individual arbitration unless you opt out of this Arbitration Agreement using the process explained below. You understand and agree that you are waiving your right to sue or go to court to assert or defend your rights. However, either you or Part & Parcel may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. The term “Dispute” means any dispute, action, claim, or other controversy between you and Part & Parcel, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
Informal Dispute Resolution. We want to address your concerns without the need to initiate a formal legal case. In the event of a Dispute, claim or controversy arising out of or relating to these Terms or any aspect of the relationship between you and Part & Parcel, you and Part & Parcel agree to try to resolve such Dispute informally by first sending a notice to the other clearly marked "Notice of Dispute" and containing a brief written statement setting forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute and the relief requested. You must send any such notice to Part & Parcel at firstname.lastname@example.org or Part & Parcel, Attn: Legal Department, 649 Mission St., San Francisco, CA 94105. We will contact you via email at the address specified in any such notice or the address we have on file for your Account. You and Part & Parcel agree to use reasonable, good faith efforts to settle any Dispute through consultation and good faith negotiations within thirty (30) days of submission of such notice. If a Dispute is not resolved within thirty (30) days of such submission, you or Part & Parcel may resort to the other alternatives described in this section. Both you and Part & Parcel agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
Right to Opt Out of this Arbitration Agreement. You may opt out of this Arbitration Agreement within the first 30 days after the earliest of the first time you (a) make a purchase from Part & Parcel; or (b) sign up for any program or service provided by Part & Parcel. You may also opt out of this Arbitration Agreement within 30 days after we notify you regarding a material change to this Arbitration Agreement. You may opt out by sending an email to Part & Parcel at email@example.com or by sending a letter to Part & Parcel, Attn: Legal Department, 649 Mission St., San Francisco, CA 94105. You should include your printed name, mailing address, and the words “Reject Arbitration.”
How Arbitration Works. Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at 800-778-7879. In the event the AAA is unavailable or unwilling to hear the dispute, the parties shall agree to, or the court shall select, another arbitration provider. Unless you and Part & Parcel agree otherwise, including to conduct arbitration by telephone orr by written submission, any arbitration hearing shall take place in San Francisco County, CA. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Part & Parcel will reimburse those fees for claims totaling less than $10,000 USD unless the arbitrator determines the claims are frivolous. Likewise, Part & Parcel will not seek attorneys’ fees and costs unless the arbitrator determines the claims are frivolous.
Waiver of Right to Bring Class Action and Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and Part & Parcel also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Part & Parcel hereby waive the right to a trial by jury, to assert or participate in any class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, and any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration.
Governing Law and Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of this Arbitration Agreement, or to any disputes and claims that are covered by the Arbitration Agreement, the law of the state or country of your residence, as determined by your mailing address on file with Part & Parcel, will govern. Part & Parcel will provide notice of any material changes to this Arbitration Agreement. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. Only the arbitrator is authorized to make determinations as to the scope, validity, or enforceability of this Agreement, including whether any dispute falls within its scope. However, the parties agree that any issue concerning the validity of the class action/representative waiver above must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver.
Notice for California Users
Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
These Terms constitute the entire agreement between you and Part & Parcel, govern your use of the Services, and supersede any prior agreements between you and Part & Parcel. You may also be subject to additional terms and conditions that are applicable to certain parts of the Services. You may not assign or transfer these Terms, by operation of law or otherwise, without Part & Parcel' prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Part & Parcel may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. The section titles in these Terms are for convenience only and have no legal or contractual effect.
You agree that no joint venture, partnership, employment, or agency relationship exists between Part & Parcel and you as a result of these Terms or your use of the Services.
The failure of Part & Parcel to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The invalidity of any term, condition or provision in these Terms shall not affect the enforceability of those portions of these Terms deemed enforceable by applicable courts of law.
If you have any questions about these Terms or the Services, please contact us at firstname.lastname@example.org or by mail at Part & Parcel, Attn: Legal Department, 649 Mission St., San Francisco, CA 94105.