For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Please read this Agreement carefully to ensure that you understand each provision. This Agreement contains a mandatory arbitration of disputes provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
Use of the Site or Service
The Service is a marketplace where people can buy and sell creative content like scripts, themes, templates, fonts, graphics, patterns, etc. (“Goods”). Our Service allows for the purchase and sale of digital creative content (“Goods”) by a buyer (“Buyer”) from a seller (“Seller”) of such Goods.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. SimplytheBest reserves all rights not expressly granted herein in the Service and the content provided therein (“Content”). SimplytheBest may terminate this license at any time for any reason or no reason.
You may use the Service only if you can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by SimplytheBest.
Your SimplytheBest Marketplace account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a SimplytheBest Marketplace account on behalf of an organization or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to SimplytheBest Marketplace with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your login credentials for that service.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify us immediately of any breach of security or unauthorized use of your account. SimplytheBest will not be liable for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with the Service by changing the settings in your account settings page. By providing us your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your account settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
Some areas of the Service allow Users to post content such as profile information, comments, images, files, Goods listings, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service (“User Content”). You retain full ownership of all your User Content.
You agree not to post User Content that:
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal
- may create a risk of any other loss or damage to any person or property
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise
- may constitute or contribute to a crime or tort
- contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable
- contains any information or content that is illegal including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets
- contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships
- contains any information or content that you know is not correct and current
- promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. SimplytheBest reserves the right, but is not obligated, to reject and/or remove any User Content that SimplytheBest believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
In connection with your User Content, you affirm, represent and warrant the following:
- You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use
- Your User Content and SimplytheBest’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights
- SimplytheBest may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise
- You will not provide inaccurate, misleading or false information to us or to any other User. If information provided to us or another User subsequently becomes inaccurate, misleading or false, you will promptly notify us of such change
SimplytheBest takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that SimplytheBest shall not be liable for any damages you allege to incur as a result of User Content.
User Content license grant
To SimplytheBest: By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to SimplytheBest a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and SimplytheBest’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
To Other Users: You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, as permitted through the functionality of the Service and under this Agreement.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the SimplytheBest servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that SimplytheBest grants the operators of public search engines revocable permission to use spiders to copy materials from SimplytheBest.net for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) use our Service to direct Users to other services or sites to purchase the Goods; (xiii) misrepresent or inaccurately describe Goods submitted for sale; or (xiv) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other SimplytheBest Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. SimplytheBest shall have no liability for your interactions with other Users, or for any User’s action or inaction.
By using the Service to sell one or more Goods, you agree to pay SimplytheBest’s fees for such transaction, assume full responsibility for the content of the Goods offered, and accept that SimplytheBest can’t guarantee exact listing durations.
To protect against the risk of liability SimplytheBest may request, that our payment service provider hold Seller funds based on certain factors, including, but not limited to, selling history, seller performance, riskiness of the listing category, or the filing of a dispute claim.
Fees and Paid Services
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms as we may update them from time to time. SimplytheBest may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
You may cancel your SimplytheBest account at any time; however, there are no refunds for cancellation. In the event that SimplytheBest suspends or terminates your account or this Agreement for any reason, you understand and agree that you shall receive no refund or exchange for any SimplytheBest Property, any credits you have saved, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
Payment Information: Taxes
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
Unless otherwise agreed by the parties in writing, SimplytheBest shall remit payments due to you hereunder, including for Goods sold, no later than thirty (30) days after the end of each calendar month in which the applicable fees are received. Payment shall be in the form you select when you register for the Service, or as subsequently updated as permitted by the Service. Payments shall only be made in those months in which the amount due to you totals at least US$20 and when payment has been requested. Unpaid amounts due shall accrue until the next month in which the amount due is at least US$20. SimplytheBest reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or amounts due to any breach of this Agreement by you, pending SimplytheBest’s reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If SimplytheBest believes that SimplytheBest is obligated to obtain tax information and you do not provide this information to us after we have requested it, SimplytheBest may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment made hereunder, you must notify us in writing within thirty (30) days of such payment. Failure to so notify us shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by us. No other measurements or statistics of any kind shall be accepted by us or have any effect under this Agreement. We may withhold any taxes or other amounts from payments due to you as required by law.
Buyer protection and Resolution process
Buyers of Goods and Sellers share the responsibility for making sure that purchases facilitated by our Service are satisfactory and hassle-free. Our Service hosts the resolution process when Buyers claim to Sellers that their item was not received or the item they received was different from what was described in the listing. The Service resolution process is the primary avenue for settling disputed transactions and is designed to help Buyers and Sellers resolve disputes in fewer steps, provide Buyers with a more familiar e-commerce resolution experience, and offer an option to contact SimplytheBest if Buyers and Sellers can’t reach resolution themselves. We may, at our discretion, take a more active role in ensuring transaction problems are resolved; however, you understand that we are under no obligation to do so. If you submit a dispute to us, you agree to permit us to make a final decision, in our sole discretion on any such dispute. We reserve the right to fix any processing errors we discover. We will correct any processing errors by debiting or crediting the payment method used.
The Site and its original content, features and functionality are owned by SimplytheBest and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users, and all Intellectual Property Rights related thereto, are the exclusive property of SimplytheBest and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any SimplytheBest Content. Use of the SimplytheBest Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Idea” or “Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place SimplytheBest under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, SimplytheBest does not waive any rights to use similar or related ideas previously known to SimplytheBest, or developed by its employees, or obtained from sources other than you.
Certain aspects of the Service may allow you to obtain certain reputational or status indicators and/or purchase Service currency used to easily buy Goods (“Credits”) (collectively “SimplytheBest Property”). While the Credits you purchase do not expire, you acknowledge and agree that if your account becomes Inactive, SimplytheBest may, without further notice to you, redeem all Credits remaining in your account for any other SimplytheBest Property that SimplytheBest selects, in its sole discretion. For purposes of this Section 7, the term “Inactive” means that, based on SimplytheBest’s records: (a) for a period of one (1) year, or more, you have not logged into your SimplytheBest account; or (b) despite commercially reasonable efforts, SimplytheBest has been unable to contact you to verify that you intend to continue use of your account.
You understand and agree that regardless of terminology used, SimplytheBest Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at SimplytheBest’s sole discretion. SimplytheBest Property is not redeemable for any sum of money or monetary value from SimplytheBest at any time. You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of SimplytheBest on SimplytheBest servers, including without limitation any data representing or embodying any or all of your SimplytheBest Property. You agree that SimplytheBest has the absolute right to manage, regulate, control, modify and/or eliminate SimplytheBest Property as it sees fit in its sole discretion, in any general or specific case, and that SimplytheBest will have no liability to you based on its exercise of such right. All data on SimplytheBest’s servers are subject to deletion, alteration or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, account history and account content residing on SimplytheBest’s servers, may be deleted, altered, moved or transferred at any time for any reason in SimplytheBest’s sole discretion, with or without notice and with no liability of any kind. SimplytheBest does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on SimplytheBest’s servers.
Since SimplytheBest respects artist and content owner rights, it is SimplytheBest’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify SimplytheBest’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit SimplytheBest to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Address: 1992 Commerce Street Suite 121
Yorktown Heights, NY 10598, USA
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying SimplytheBest Inc. and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with SimplytheBest Inc.’s rights and obligations under the DMCA, including 17 U.S.C. Â§512, but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, SimplytheBest Inc. has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. SimplytheBest Inc. may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Links to other sites
SimplytheBest cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
You agree to defend, indemnify and hold harmless SimplytheBest and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SIMPLYTHEBEST, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
SIMPLYTHEBEST DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SIMPLYTHEBEST SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SIMPLYTHEBEST WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIMPLYTHEBEST, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SIMPLYTHEBEST BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMPLYTHEBEST ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SIMPLYTHEBEST, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SIMPLYTHEBEST HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SIMPLYTHEBEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. YOU THEREFORE EXPLICITLY AGREE THAT THE ABOVE LIMITATIONS AND EXCLUSIONS APPLY TO YOU.
The Service is controlled and operated from its online facilities. Simplythebest makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable laws and regulations, including but not limited to export and import regulations.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
This Agreement (and any further rules, polices, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws Simplythebest adheres to, without giving effect to any principles of conflicts of law.
You agree that the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Simplythebest, either specific or general, in jurisdictions other than those selected by Simplythebest. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in a jurisdiction selected by Simplythebest, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
For any dispute with Simplythebest, you agree to first contact us through the contact form available on the Service and attempt to resolve the dispute with us informally. In the unlikely event that Simplythebest has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Simplythebest claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by an organization of our choosing. The arbitration will be conducted in a location selected by Simplythebest, unless you and Simplythebest agree otherwise. Each party will be responsible for paying any filing, administrative and arbitrator fees. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction selected by Simplythebest. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SIMPLYTHEBEST ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Changes to this Agreement
Simplythebest may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, push mobile notifications, written or hard copy notice, or through posting of such notice on the Site or Service, as determined by Simplythebest in our sole discretion. Simplythebest reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Simplythebest is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
This Agreement, together with any amendments and any additional agreements you may enter into with Simplythebest in connection with the Service, shall constitute the entire agreement between you and Simplythebest concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Simplythebest’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
If you have any questions about this Agreement, please use the contact form.
This Agreement was last revised on June 1, 2015.