TERMS OF SERVICE
THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR" OR "YOURSELF") AND ("OUR," "US," "WE" OR "TALLULAH MADWELL"), WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SERVICE TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US AND/OR THIRD PARTIES (COLLECTIVELY, "THE SERVICE"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY ACCESSING THE SERVICE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN.
1. ACCESS TO THE SERVICE
Subject to certain limitations as described herein, you are granted the right to access our text, files, images, photos, video, sounds, works of authorship, applications, or any other materials (collectively, "Content") under certain terms and conditions as set forth in this Agreement. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to access the Content.
2. ABILITY TO ACCEPT TERMS OF SERVICE
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service. You may not place an order for any goods offered by the Service if you are under 18 years of age.
4. SERVICE OPERATION
TALLULAH MADWELL will make reasonable efforts to keep the Service operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of TALLULAH MADWELL may, from time to time, result in temporary Service interruptions. TALLULAH MADWELL also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that TALLULAH MADWELL shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.
5. USER RESTRICTIONS
(a) By using the Service, you acknowledge and agree that you have no right to provide any Content obtained through the Service to any other party or through any other means. You agree that you will not duplicate or otherwise reproduce the Content, or any portion thereof, onto any physical medium, memory or device now known or hereinafter devised. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any Content protection methods.
(b) You may not use or allow others to use the Service, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Service, that: (1) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (2) violates any law or regulation or the rights of others; (3) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Service; and/or (4) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with the Service. You also may not use, nor allow others to use, the Service, directly or indirectly, to: (i) attempt to or actually disrupt, impair or interfere with, alter or modify the Service or any Content posted and/or displayed by us or anyone else; (ii) act in a way that affects or reflects negatively on us, the Service, or anyone else; (iii) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Service.
(c) You are prohibited from violating or attempting to violate the security of the Service, including, without limitation: (1) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (2) attempting to probe, scan or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent; (3) attempting to interfere with or disrupt the Service or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (4) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
(d) You agree not to use the Service for any commercial uses unless you obtain TALLULAH MADWELL’s prior written approval. Such commercial uses include without limitation: (i) the sale of access to the Service; and (ii) the sale of advertising, sponsorships, or promotions placed on or within the Service.
6. THIRD PARTY CONTENT PROVIDERS
In some cases, TALLULAH MADWELL derives its rights to use Content offered on the Service from third party content owners ("Content Providers") for fixed periods of time. As well, TALLULAH MADWELL is sometimes required to pull certain Content off the Service for legal reasons. Therefore, certain Content offered or advertised by TALLULAH MADWELL may not be available when you try to access it, and not all Content is available in all countries or territories.
7. “AS-IS” CONTENT
You acknowledge and agree to the essential condition that the Service is provided "As Is". Therefore, you are aware and agree that the Content might not be suitable for your purposes or satisfy your expectations or requirements with respect to it. You also acknowledge and agree that the Service could contain errors or other harmful components. Therefore, we recommend that prior to accessing the Service, you ensure, at your cost, that the Content will suit your requirements and needs and the Service will not have any negative impact on your computer and/or your media player system.
8. INTELLECTUAL PROPERTY RIGHTS
(a) The TALLULAH MADWELL logos and other trademarks are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by TALLULAH MADWELL and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner.
(b) The Content available through the Service is the property of TALLULAH MADWELL or its Content Providers and is protected by copyright and other intellectual property laws. Content received through the Service may be accessed for your personal, non-commercial use only.
(c) You acknowledge that TALLULAH MADWELL retains exclusive ownership of the Service and all intellectual property rights associated therewith. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or the Content, and TALLULAH MADWELL reserves all rights not expressly granted hereunder. All Content is Copyright © 2017 TALLULAH MADWELL.com. All rights reserved.
You may not:
Frame or mirror any part of the Service without our express prior written consent.
Create a database by systematically downloading and storing all or any Content.
Copy, reproduce, transfer or access (except as expressly authorized by this Agreement), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, capture or store in any physical media, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Service or any related software.
Use any robot, spider, rover, scraper, offline readers, site search/retrieval applications or any other data mining technology or automatic or manual process, system or software to monitor, cache, frame, mask, extract data from, copy or distribute the Content (except as may be a result of standard search engine or internet browser usage) or circumvent the navigational structure or presentation of the Service, without the express prior written consent of TALLULAH MADWELL.
Bypass any measures TALLULAH MADWELL may use to prevent or restrict access to the Service.
(d) You shall promptly notify TALLULAH MADWELL in writing upon your discovery of any unauthorized use or infringement of the Service or the Content or TALLULAH MADWELL’s patent, copyright, trade secret, trademarks or other intellectual property rights. Except as expressly provided for herein, any copy or use of any portion of the Service shall constitute an act of copyright infringement and a breach of this Agreement. Furthermore, TALLULAH MADWELL may in its sole discretion pursue any other available rights or remedies at law or in equity for a violation of this Agreement or such copyright infringement.
9. TALLULAH MADWELL PRODUCTS
TALLULAH MADWELL offers products to customers via the Service. The terms and conditions for ordering products via the Service, are available at http://www.tallulahmadwell.com/
The ability of customers to place orders via the Service is only available to persons residing in the United States of America, even though the Service can be accessed from other countries around the world.
TALLULAH MADWELL may use any number of third party services (i.e. Wix) to process payments and fulfill orders for its goods. It is your responsibility to review the terms, if any, for use of such third-party services. TALLULAH MADWELL makes no representation as to any third-party service except where required by law.
10. LINKS TO OTHER SITES
11. THIRD PARTY CONTENT POLICY (YOUTUBE, VIMEO, ETC.)
Please note that with regard to any content made available on or through the Service which contains or displays a third party logo (i.e. YouTube, Vimeo, etc.) or which is provided via a third party’s player and is hosted on a third party’s servers; TALLULAH MADWELL does not have the ability to permanently remove all or any such content from the third party’s servers. Therefore, if you have a complaint concerning any video content made available on the Service that is provided by a third party, you should contact the third party directly in accordance with copyright policies of the third party. If you believe that your work is available on the Service via a third party player in a way that constitutes copyright infringement, please: (1) contact the third party directly in accordance with its copyright policies; and (2) contact TALLULAH MADWELL by sending us a notice at email@example.com.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE TALLULAH MADWELL SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TALLULAH MADWELL, ITS CONTENT PROVIDERS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT TALLULAH MADWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement, and/or (b) your use of the Service. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval.
We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
15. CHOICE OF LAW AND CONSENT TO JURISDICTION
The Service is created, operated and controlled by TALLULAH MADWELL in the State of California, United States of America. The laws of the State of California will govern this Agreement without giving effect to any principles or conflicts of laws.
16. OBJECTIONABLE MATERIAL
You understand that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Service at your sole risk and that TALLULAH MADWELL shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content descriptions are provided for convenience, and you acknowledge and agree that TALLULAH MADWELL does not guarantee their accuracy.
17. LEGAL DISCLAIMERS & DISCLOSURES
(a) You acknowledge that any reliance upon any advice, opinion, statement, or other information displayed or distributed through the Service is at your sole risk. TALLULAH MADWELL reserves the right, in its sole discretion and without notice, to correct any errors or omissions in any portion of the Service, or to deny access to the Service to anyone at any time. Prior to making any decisions based on information posted on the Service, you are advised to verify the information. TALLULAH MADWELL shall not have any liability arising from your acts or decisions based upon the information provided on the Service.
(b) When it comes to buying products or services when using the Internet. it is recommended that you always conduct your own investigations. This includes buying any products or services offered or sold as part of, or through, the Service.
(c) Unless we have stated otherwise, you should always assume that when products or services are made reference to as part of the Service, they are made because there exists a material connection between TALLULAH MADWELL and the providers of the products and services displayed. It should be noted that this is not always the case.
(d) TALLULAH MADWELL will always recommend products and services based in part on a good faith belief that the supply of such products or services will help you. We have a good faith belief, because we have either tried the products or services prior to making any recommendations, or we have researched the products or services based on the supplier’s history. The recommendations made by TALLULAH MADWELL about the products or services are honest opinions based on facts known to us at the time a product or service is mentioned on the Service.
(e) We have conducted all steps possible to verify the testimonials that appear on the Service on behalf of TALLULAH MADWELL. They are treated as average user expectations based on the information that was available at the time of publishing them. They are not exaggerations of user-results which we do not entertain in any form. Enquiries have been made to confirm their authenticity at all times. If a claim sounds untrue then we regard this as such and do not publish this on the Service.
(f) Where extracts have been displayed from third party sources or content has been generated and posted by a third party source (i.e. Content Providers), these are in no way indicative of any kind of verifiable result, opinion, recommendation or otherwise. You are strongly cautioned to conduct your own due diligence prior to relying on such sources.
(g) Our aim is to be 100% honest at all times. If however you find something displayed on the Service, which you do not agree with, then please contact us immediately at firstname.lastname@example.org and we will look into it. We reserve the right to withdraw the display of any product or service that does not reach our very high levels of satisfaction without any prior notice. Any honesty and integrity is important to us at all times.
18. OTHER IMPORTANT PROVISIONS
(a) Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 18.
(b) You shall not use the Service in any manner contrary to local, state or federal law. TALLULAH MADWELL expressly disclaims any and all responsibility or liability for any action by you that is contrary to such local, state or federal law(s), and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law.
(c) Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.
(d) If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
(e) No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.
(f) You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception.
(h) Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, NO ACTION ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF FORM OR THE BASIS OF THE CLAIM, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN (OR IF MULTIPLE CAUSES, FROM THE DATE THE FIRST SUCH CAUSE AROSE) AND YOU HEREBY WAIVE ANY LONGER STATUTE OF LIMITATIONS THAT MAY BE PERMITTED BY LAW.
(i) A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
(a) TALLULAH MADWELL may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us. Without limitation of any other provisions hereof regarding termination, we reserve the right to terminate your use of the Service, without cause, upon reasonable notice.
(b) You may terminate this Agreement by ceasing to use the Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service.
(c) Termination of this Agreement shall not relieve you of any obligations to pay accrued charges, if applicable.
20. CHANGES OR MODIFICATIONS
We reserve the right to add, delete, change or modify parts of this Agreement at our sole discretion and at any time without notice or liability to you. If we do this, we will post the changes to the Agreement on this page and will indicate the effective date of the Agreement at the bottom of the page. It is important for you to refer to this Agreement from time to time to make sure that you are aware of any additions, revisions, or modifications that we may have made. Your continued use of the Service constitutes your acceptance of any new terms and conditions.
HOW TO CONTACT US:
1819 Polk Street, Suite 337
San Francisco, CA 94109
Updated as of: July 8, 2017