Welcome, and thank you for your interest in Scented Pansy (“Scented Pansy“), and our used clothing social network service (the “Service”). The following terms and conditions (the “Agreement“) govern the use of the Service by organizations that have entered into a Subscription Order, as defined below (a “Subscribing Organization“) with Scented Pansy and each person designated by such Subscribing Organization to use the Service (each an “End User“). As used in this Agreement, “you” means the Subscribing Organization and each End User including you.
By Entering, CLICKING “I AGREE,” EXECUTING A SUBSCRIPTION ORDER, OR BY using the service, you acknowledge that you have read, understand and agree to be bound by this Agreement. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF AND THE SUBSCRIBING ORGANIZATION TO THIS AGREEMENT.
By entering into this Agreement, you represent and warrant to us that: (i) you are at least 18 years old and you have not previously been suspended or removed from the Service; (ii) all information, including billing information, you have provided to Scented Pansy is current and accurate; (iii) your registration and your use of the Service is in compliance with any and all applicable laws and regulations; and (iv) if you are accepting this Agreement on behalf of a Subscribing Organization, you are an authorized representative of that Subscribing Organization with the authority to bind such organization to this Agreement; and agree to be bound by this Agreement on behalf of such Subscribing Organization.
Subscription Order. To access the Service, you must have entered into a “Subscription Order” either through the Scented Pansy website or through a separate written agreement with Scented Pansy. Your Subscription Order is hereby incorporated into this Agreement by reference. To the extent that that there is a conflict between the terms of your Subscription Order and this Agreement, the terms of the Subscription Order shall govern.
Trial Access. Scented Pansy may make available access to the Service on a trial basis. For purposes of this Agreement, such trial access will be considered a subscription during the trial period and the terms of such trial access shall be considered a Subscription Order.
Modification to this Agreement. We reserve the right, at our discretion, to change this Agreement on a going forward basis at any time. Please check the Terms periodically for changes. Your continued use of the Service after the changes become effective constitutes your binding acceptance of such changes. In the event that a change to the Terms materially modifies your rights or obligations, we will make an effort to notify you of the change, such as by sending you an email to the address we have on file for you, or presenting a pop-up window or other notification to you through the Service when you log in. Immaterial modifications are effective upon publication, and material changes will be effective upon the earlier of (a) continued use of the Service with actual knowledge of the modification, or (b) thirty (30) days following the change. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Terms in effect that the time the dispute arose.
Generally. The Service allows Subscribing Organization to set up End User accounts and related user identification numbers (“Seats”) and passwords. The Subscribing Organization may have only as many Seats activated at any one time for access to the Service as the number of Seats specified in the Subscription Order.
Restrictions. No Seat may be shared by more than one End User. Scented Pansy may include in the Service functionality to track the number of active Seats and to disallow use of more than the authorized number of Seats. Scented Pansy reserves the right to restrict the number of times that Seats may be transferred between End Users.
Subscription Fees. You agree to pay to Scented Pansy all fees for subscriptions purchased by you or on your behalf (the “Subscription Fees”). Subscription Fees are based on Services ordered and not actual usage. Subscription Fees are non-cancelable and non-refundable except as set forth in this Agreement.
Billing and Payment. Scented Pansy may bill charges through an invoice or through the payment method specified in your account (for example electronic funds transfer or credit card). If you pay any applicable Subscription Fees with a credit card, Scented Pansy may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein, and authorize Scented Pansy to charge all sums described herein to such credit card account. You agree to provide Scented Pansy updated information regarding your credit card and account upon Scented Pansy’s request and any time the information earlier provided is no longer valid.
Renewal. Unless either party provides notice of non-renewal at least thirty (30) days before the end of your subscription term, your subscription will automatically renew for successive additional terms equal to the lesser of: (a) the term of your subscription set forth in your Subscription Order or (b) one year. For any renewal term, Scented Pansy reserves the right to change the Subscription Fees for the Service or any feature of the Service, or add additional fees or charges. For any change in the Subscription Fee, Scented Pansy will send you a notice of such change at least thirty (30) days in advance of renewal of your subscription via a message on or through the Service or email.
You agree that Scented Pansy may use your name and logo on the website located at www.Scented Pansy.com and for the purposes of marketing the Service.
User Content Generally. Certain features of the Service permit users to post content, including information, files, data, images, text, and other types of works (collectively called “User Content”) and to publish User Content on the Service.
Ownership of User Content. For avoidance of doubt, you retain copyright and any other proprietary rights you hold in the User Content that you post to the Service.
Limited License Grant to Scented Pansy. By posting User Content, you grant Scented Pansy a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free right and license to host, transfer, display, perform, reproduce, modify, and distribute, your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed) for the purposes of providing the Service and operating our business.
User Content Disclaimer. Scented Pansy does not permit copyright infringing activities on the Service. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that: (i) you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Scented Pansy to exercise the licenses granted by you in this Section and in the manner contemplated by Scented Pansy and this Agreement and (ii) such User Content will not infringe the intellectual property rights or other proprietary rights of any third party.
Scented Pansy may provide tools through the Service that enable you to export User Content and information to third party services, including by linking your account on the Service with an account on the third party service. By using these tools, you agree that we may transfer such User Content and information to the applicable third party service.
Links to Third Party Websites. The Service may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. A link does not imply our endorsement of, sponsorship of, or affiliation with the linked site.
Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO: rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the access provided herein or the Materials, as defined in Section 13; post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content; post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be inappropriate; impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Service accounts of others without permission, misrepresent the source, identity, or content of information transmitted via the Service, or perform any other similar fraudulent activity; delete the copyright or other proprietary rights on the Service or any User Content; make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Service; use the Service for any illegal purpose, or in violation of any local, state, national, or international law; defame, harass, abuse, threaten or defraud users of the Service; use the Service for any commercial purpose other than the internal business purposes of the Subscribing Organization; remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service or User Content, features that prevent or restrict use or copying of any content accessible through the Service, or features that enforce limitations on the use of the Service or User Content; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; modify, adapt, translate or create derivative works based upon the Service or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law; or intentionally interfere with or damage operation of the Service or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
Term. This Agreement is effective on the date of acceptance and continues in effect until all of your subscriptions hereunder expire or are otherwise terminated.
Termination for Breach. Either party may be terminate this Agreement on immediate notice to the other party where such other party is in material breach of this Agreement and such breach remains uncured during the notice period. If Subscribing Organization is in breach, during the notice period, Scented Pansy may suspend the access to the Service by the Subscribing Organization or any End User.
Effect of Termination or Expiration. If your account is terminated, you will remain obligated to pay all outstanding fees and charges, if any, relating to your use of the Service incurred before such termination. Following termination or expiration, Scented Pansy reserves the right, in Scented Pansy’s sole discretion, to delete any and all information associated with your account, including any User Content. Scented Pansy may make tools available for you to export such information; however, Scented Pansy is under no obligation to do so.
Survival. Upon termination, any section of this Agreement which by its nature should survive such termination, will survive, including but not limited to Section 7 and Sections 11-17.
The Service is owned and operated by Scented Pansy. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Scented Pansy (the “Materials”) are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content that is provided and owned by users of the Service, all Materials contained in the Service are the property of Scented Pansy or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Scented Pansy or its affiliates and/or third-party licensors. Except as expressly authorized by Scented Pansy, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Scented Pansy reserves all rights to the Materials not expressly granted in the Terms.
Indemnity. You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless Scented Pansy and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Scented Pansy Entities”) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
The service is provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. Scented pansy entities specifically (but without limitation) disclaim (I) any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement; (ii) any warranties arising out of course-of-dealing, usage, or trade; (iii) any warranties that the information or results provided in, or that may be obtained from use of, the service will meet your requirements or be accurate, reliable, complete, or up-to-date; and (iv) any warranties whatsoever regarding any products, services, information or other material advertised, made available, or referred to you through the service. You assume all risk for all damages, including damage to your computer system, mobile device or loss of data that may result from your use of or access to the service. Any content, materials, information or software downloaded, used or otherwise obtained through the use of the service is done at your own discretion and risk. Some jurisdictions do not allow the exclusion of certain warranties in some circumstances. Accordingly, some of the above limitations may not apply to you.
To the maximum extent permitted by applicable law, neither the scented pansy entities nor any other party involved in creating, producing, operating or delivering the service will be liable for any incidental, special, consequential or punitive damages resulting from your access to or use of, or inability to access or use, the service, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, whether or not the scented pansy entities have been informed of the possibility of such damage. You specifically acknowledge that the scented pansy entities are not liable for the defamatory, offensive or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with you. Further, the scented pansy entities will have no liability to you or to any third party for any third-party content uploaded onto or downloaded from the site or through the service.You agree that the aggregate liability of the scented pansy entities to you for any and all claims arising from or related to the use of the service is limited to the greater of (I) the amounts you have paid to scented pansy for access to and use of the service giving rise to such liability in the twelve (12) months prior to the claim or (ii) $100. The limitations of damages set forth above are fundamental elements of the basis of the bargain between scented pansy and you.Some jurisdictions do not allow the limitation or exclusion of liability in certain circumstances. Accordingly, some of the above limitations may not apply to you.
General. The Terms, together any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Scented Pansy regarding your use of and access to the Service, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.