Terms of Service
Our Place Terms of Service and Sale – United States and Canada
Last modified: January 13, 2023
PLEASE NOTE: IF YOU ARE AN UNITED STATES RESIDENT, THESE TERMS ARE SUBJECT TO MANDATORY ARBITRATION AND A CLASS ACTION AND JURY TRIAL WAIVER DESCRIBED IN SECTION 14. THIS REQUIRES YOU TO SUBMIT CLAIMS TO BINDING INDIVIDUAL ARBITRATION UNLESS YOU OPT OUT AS DESCRIBED IN SECTION 14.8.
These Terms of Service and Sale (the “Terms”) are a legal agreement between you and Our Place, and its affiliated entities (collectively, “Our Place,” “we,” “us,” and “our”). These Terms apply to United States and Canadian individuals that use Our Place websites, applications, and related software and features (collectively, “Sites”); participate in Our Place contests or sweepstakes; purchase our products or services (collectively, “Products”); and/or visit our physical stores and locations and/or participate in Experiences (defined below) (collectively, all of our offerings referenced in this paragraph are referred to herein as the “Services”). By accessing, using, or interacting with the Services, and by purchasing our Products, you are indicating that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then you must stop accessing or using the Services.
We may revise these Terms, at our sole discretion, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services after any such update constitutes your binding acceptance of such changes, except where applicable law requires additional notice regarding such updates, in which case we will comply with such additional notice requirements.
If you are located outside of the United States or Canada, a different version of these Terms may apply. Certain parts of the Services may also be subject to supplemental terms and conditions. If there is a conflict between these Terms and such other terms and conditions, such supplemental terms and conditions shall control.
These Terms contain the following sections:
- Account Registration
- Intellectual Property
- User Content and Feedback
- Acceptable Use
- Terms of Sale
- Loyalty Programs
- Links to other Websites
- Disclaimer of Warranties
- Limitation of Liability and Release
- Modification and Termination
- Mandatory Arbitration and Class Action Waiver for Residents of the United States
- Text Messaging
- Controlling Law
- General Terms
- Copyright Policy
- Contact Us
You must be over the age of majority in your jurisdiction to use the Services and if not, you represent and warrant that your parent or legal guardian agrees to these Terms on your behalf and grants you permission to use the Services. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to do so by such entity. You cannot access or use the Services if you are barred from receiving the Services under applicable law or if we have previously suspended or removed you from the Services.
2. Account registration
3. Intellectual property
“Content” means all websites, software, designs, text, art, audio, video, graphics, images, music, user interfaces, works of authorship of any kind, names, logos, trademarks, service marks, trade names, and information or other materials that are posted, generated, provided or otherwise made available through the Services. The Services and Content are protected by copyright, trademark, patent, trade secret and other laws of the United States and foreign jurisdictions. Except as expressly provided in these Terms, Our Place and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights.
You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights or notices incorporated in or accompanying the Services or Content. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. As between you and Our Place, all names, trademarks, service marks, trade names, symbols, slogans, or logos appearing on the Services or Content are proprietary to Our Place or its affiliates, licensors, or suppliers and any goodwill associated therewise remains with us or those other entities. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, view, and use the Services and Content. This license is provided solely for your personal, noncommercial use and enjoyment of the Services as permitted in these Terms. You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Content, Services, or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms. Our Place may revoke this license at any time, in its sole discretion.
4. User content and feedback
4.1 User Content. You maintain sole responsibility for any Content that you submit, display, post, or otherwise make available to us through the Services or otherwise (“User Content”), including any necessary third-party rights in the User Content. As between you and us, you own all User Content that you submit, but you hereby grant Our Place a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable, and sub-licensable license to use, copy, cache, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or hereafter devised, without compensation to you, for any purpose including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof). You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to Your User Content. Please remember that other users may search for, see, use, modify and reproduce any User Content that you submit to any “public” area of the Site.
We may, but have no obligation to, pre-screen User Content before its appearance on the Services, and may prohibit or prevent you from posting, uploading, storing, sharing, sending, or displaying User Content to and via the Services at any time. We may, in our sole discretion, reject, move, edit, or remove any User Content that is submitted to the Services for any reason whatsoever, including without limitation, User Content that violates these Terms or our Review Guidelines. For further information, see the Acceptable Use section below.
4.2 Feedback. We welcome and encourage you to provide feedback, comments, ideas, suggested improvements or modifications related to Products, the Site or the Services (collectively “Feedback”). You acknowledge and agree that all Feedback you provide (i) will be treated as non-confidential and (ii) you grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable, transferable, sublicensable license to use, reproduce, modify, publish, 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, including any ideas, concepts, know-how or techniques contained therein, without any compensation or credit to you of any kind (including any royalty), on an unrestricted basis for any purpose whatsoever, including but not limited to developing, manufacturing, marketing, and selling products and services incorporating the Feedback. This is true whether you provide the Feedback on the Sites or through any other method of communication with us, unless we have entered into a separate written agreement with you that provides otherwise.
4.3 User Content and Feedback representations. You agree that any User Content or Feedback you submit or transmit to the Services will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your User Content or Feedback will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services. You are solely responsible for any User Content or Feedback you make and their accuracy. We take no responsibility and assume no liability for any User Content or Feedback posted by you or any third-party.
5. Acceptable use
The following conduct is strictly prohibited in connection with your access to and use of the Services. Without limitation, you will not:
- abuse, defame, threaten, intimidate, stalk, harass, or harm another individual;
- alter or tamper with any materials on or associated with the Services;
- attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect or restrict access to the Services;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services;
- disrupt, overwhelm, attack, modify or interfere with the Services or their associated software, hardware, or servers in any way;
- engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Services;
- impede or interfere with others’ use of the Services;
- impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
- post or share anything, or engage in any conduct, that is illegal, abusive, harassing, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
- post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain passwords, account data, or any other personal or private information from any user;
- submit any content linking to multilevel marketing schemes, pyramid schemes, or off-topic content;
- submit, send, post, upload, or otherwise make available unsolicited or unauthorized advertising or commercial communications, such as spam, advertising, promotional materials, junk mail, chain letters, or any other form of solicitation;
- take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- transmit any viruses, malicious code, or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
- attack our Site via a denial-of-service attack or a distributed denial-of-service attack;
- use any means to scrape or crawl any web pages contained in the Services;
- use any robots, spiders, scrapers, or any other automated means to access the Services for any purpose;
- violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
- violate any law or regulation; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
6. Terms of Sale
6.1 Products and Prices. Some of the Products featured on the Services are displayed for promotional purposes only and may not be available for purchase or may be out-of-stock. All Products offered for purchase are subject to availability and we reserve the right to impose quantity limits. In some cases, Products displayed for sale on the Site may not be available in stores or vice versa. Prices are subject to change without notice. Prices do not include applicable Taxes (defined below), shipping and handling charges, or other fees, unless we clearly state otherwise or are required by law to display prices inclusive of any Taxes, charges and other fees. Prices posted on this Site may be different from prices offered by us at our stores.
We attempt to be as accurate as possible and to eliminate errors on our Services; however, we do not represent or warrant that the descriptions, pricing, shipping times, or other Product-related information is accurate, complete, reliable, current or error-free. In the event of an error, we reserve the right to correct such errors or omissions and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged, including after you have submitted your order and/or payment method has been charged. We make reasonable efforts to display as accurately as possible the colors and images of our products that appear online. We cannot guarantee that your computer monitor's display of any color will be accurate.
We may offer Products for pre-order, in which case we will make attempts to provide accurate estimated shipping times. However, such shipping times are not guaranteed, and we will endeavor to provide updates to you as soon as possible. In the event a Product you have ordered is out of stock, we will also make attempts to notify you of the updated shipping date when available.
6.2. Orders. Our presentation of Products shall not be considered a binding offer, but rather an invitation to place an order. We reserve the right, at our sole discretion, to cancel or refuse any order for any reason at any stage of the process prior to delivery, including after an order has been submitted and whether or not the order has been confirmed. Unless otherwise agreed to by Our Place, payment must be received by Our Place prior to acceptance of an order. Notwithstanding the foregoing, Our Place may in its discretion choose not to charge your selected payment method until your order has been shipped. Our Place may process payment for and ship parts of an order separately. We may require additional verifications or information before accepting any order.
6.3 Promotions, Voucher Codes, Special Offers. All promotions, coupons, and other special offers (“Offers”) are subject to the terms and conditions of the associated Offer and may not be combined or used in conjunction with other Offers unless specifically permitted. Only one Offer may be used per order and such Offer is applicable to in stock items only, unless otherwise agreed to by Our Place. Our Place reserves the right to decline orders where it determines in its sole discretion the Offer or use thereof is invalid. Purchases using an Offer must comply with the terms to qualify for the Offer and may be subject to additional conditions than those contained in these Terms as provided to you in connection with the Offer. Offers are not redeemable for cash. Only Offers sent to you through official Our Place communications channels are valid. You agree that Offers: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; and (iv) may expire prior to your use.
6.4. Limited Edition. Our Place may occasionally offer variations of a Product in limited quantities (“Limited Edition Products”). Unless otherwise noted, Offers may not be applied to the purchase of Limited Edition Products. Limited Edition Products may look and perform differently than their standard counterpart. Replacement of Limited Edition Products is subject to availability and may be replaced with a Product of similar kind, in Our Place’s sole discretion.
6.5 Resale. Other than to our authorized corporate gifting and wholesale partners, we sell and ship Products to end-user customers only, and Our Place reserves the right to refuse or cancel your order, restrict sales to any customer or customer account, impose purchase quantity limits, suspend or close any account or take any other action we reasonably deem necessary, if we suspect you are purchasing products for resale or export. Products sold through the Services are not authorized for resale or export. The resale of or offer to sell a Product without the authority of Our Place is an infringement of Our Place’s intellectual property rights. Your submission of your order shall constitute your full acceptance of these restrictions on resale. Your purchase may not be sold, leased or transferred to restricted countries; to restricted end users; or for restricted end uses according to applicable export and sanctions laws of the United States. Any Products distributed via an unauthorized resale are not eligible for our Limited U.S. Warranty Program.
6.6. Payment Information. For your convenience, we offer a wide array of payment methods to complete your purchase as indicated to you at the point of sale. By providing a credit card or other payment method that we accept, you represent and warrant that: (1) all payment information is accurate; (2) you are authorized to use the designated payment method; (3) you permit us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes, shipping and handling charges (if any) and other charges); and (4) you have sufficient funds or credit available upon your initiation of a transaction to ensure that the purchase price will be collectible by us. If the payment method cannot be verified, is invalid or is otherwise not acceptable, your order(s) may be suspended or canceled. Please note that some credit card companies, banks and financial institutions may place an authorization or temporary hold on your account in connection with your purchase. Please contact your credit card companies, banks or financial institutions directly to inquire about any such authorization or hold.
6.8. Taxes. To the fullest extent permitted by applicable law, you are responsible for any sales, use, value-added or other governmental taxes, fees or duties (collectively, "Taxes") due with respect to your purchase and use of our Products and Services. Our Place collects Taxes if we determine we have a duty to collect Taxes based on the type of Product or Service purchased, date of shipment and the shipping address.
6.9. Shipping, Title Transfer, Risk of Loss, Delivery. You agree to pay any shipping and handling charges shown at the time you place an order. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the charges applicable to you before you make your purchase. Any delivery dates or times shown on our website or as part of the checkout process are estimates only and are not guaranteed. The number of days quoted for standard and express shipping refers to transit time only, additional time is required to process orders (typically 1-2 business days for normal volume). Products may be delivered in multiple shipments. With the exception of products purchased or picked up at an Our Place store, title and risk of loss for products purchased from Our Place pass to you upon delivery to our common carriers, provided you have made full payment of the order amount (including Product price, delivery charges if any and any other charges payable under these Terms of Sale, if any).
6.10. Returns and Exchanges. Unless otherwise stated in the Our Place store (e.g., marked as “Final Sale”), you can return or exchange a Product in accordance with the terms of the return policy as posted on the website here. All gift card sales are final. We monitor returns activity for abuse and reserve the right to limit returns or exchanges in all instances. We are not able to offer returns or exchanges on behalf of our retail partners. If you purchase from a partner of ours be sure to review their return policy as it might differ from ours. Replacement of Products is subject to availability and may be replaced with a Product of similar kind, in Our Place’s sole discretion.
6.11. Third Party Products. From time to time, we may offer for sale Products manufactured, distributed, created, produced or otherwise provided to Our Place by third parties (“Third Party Products”). When you purchase a Third Party Product, you do so at your own risk. Our Place has no control over, and assumes no responsibility or liability for, Third Party Products.
6.12. Limited U.S. Product Warranty. Certain of our Products are covered by a limited warranty in the U.S., as described in the Limited U.S. Product Warranty Program here. Third Party Products are not covered by our Limited U.S. Product Warranty.
6.13. Gift cards. If you purchase a gift card for yourself or someone else through the Services, your purchase will be subject to our Gift Card Terms. Our Place’s Gift Card Terms are incorporated by reference into, and made a part of, these Terms.
6.14. Referral Program. Our Place may, from time to time, offer our customers and users the opportunity to receive rewards toward future purchases from the Our Place website by referring other people. You acknowledge that you have read and understood the Our Place Refer a Friend Terms for information related to the referral program.
6.15. Corporate Gifting. If you purchase corporate gifts through the Services, it is your responsibility, and not Our Place’s, to ensure that your corporate gifting complies with all applicable laws and corporate policies.
7. Loyalty Programs
We may offer loyalty programs from time to time (“Loyalty Programs”). You will be provided with specific terms in connection with such Loyalty Programs, and your participation in Loyalty Programs will be subject to such terms. If you participate in our Dirty Dishes Loyalty Program, your participation is subject to our Dirty Dishes Loyalty Program Terms. To participate in Loyalty Programs, you may be required to create an account on the Services or to provide contact or other information about yourself. You may also be required to make a certain number of purchases or total amount of purchases to participate. We retain the right to revise our Loyalty Program terms at any time, in our sole discretion, and will provide notice of such changes in accordance with applicable law. We reserve the right to terminate your participation in Loyalty Programs if you no longer meet the applicable terms.
9. Links to Other Websites.
The Sites may contain links or references to other websites outside of our control. You acknowledge and agree that Our Place does not warrant, endorse, guarantee, or assume responsibility for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by Our Place of such websites, resources or services or the content, products or services available on or through such websites, resources or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services. Our Place will not be liable for the offensive or illegal conduct of any third party. You voluntarily assume the risk of harm or damage from the foregoing.
10. Disclaimer of Warranties
EXCEPT AS MAY EXPRESSLY BE STATED IN OUR U.S. LIMITED PRODUCT WARRANTY PROGRAM WITH RESPECT TO AN APPLICABLE PRODUCT PURCHASED FROM US, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, OUR PLACE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS, SERVICES AND CONTENT. ALL PRODUCT, SERVICES AND CONTENT ARE PROVIDED “AS IS.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OUR PLACE EXPRESSLY DISCLAIMS ALL LIABILITY FOR CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION OR MISAPPROPRIATION. EXCEPT AS MAY EXPRESSLY BE STATED IN OUR U.S. LIMITED PRODUCT WARRANTY PROGRAM WITH RESPECT TO AN APPLICABLE PRODUCT PURCHASED FROM US, OUR PLACE MAKES NO WARRANTIES TO THOSE DEFINED AS “CONSUMERS” IN THE MAGNUSON-MOSS WARRANTY- FEDERAL TRADE COMMISSION IMPROVEMENT ACT. YOU ARE SOLELY RESPONSIBLE FOR THE PROPER AND SAFE HANDLING, STORAGE, AND USE OF THE PRODUCTS.
WITHOUT LIMITING THE FOREGOING, OUR PLACE EXPRESSLY DISCLAIMS ANY WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, OUR PLACE DOES NOT WARRANT THAT: (i) THE SERVICES OR CONTENT ARE FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, (iv) THE SERVICES AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (v) THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE WEBSITE. OUR PLACE MAKES NO WARRANTY THAT OUR PLACE WILL UPDATE OR CONTINUE TO OFFER OR MAKE AVAILABLE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY PARTICULAR WEBSITE, APPLICATION OR PRODUCT FOR ANY PARTICULAR LENGTH OF TIME, AND OUR PLACE RESERVES THE RIGHT TO CHANGE, UPDATE AND DISCONTINUE THE SERVICES WITHOUT NOTICE TO YOU. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SERVICES.
11. Limitation of Liability and Release
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, PRODUCTS, AND CONTENT REMAINS WITH YOU. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR PLACE OR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT, OR ANY OF OUR PLACE OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS, OR REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, DAMAGE TO ANY COMPUTER OR DEVICE, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR ANY CONTENT, OR ANY LINK OR CONNECTION PROVIDED BY THE SERVICES, WHETHER OR NOT OUR PLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR PLACE AND ITS REPRESENTATIVES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES OR PRODUCTS WILL NOT EXCEED THE AMOUNT PAID FOR THE SPECIFIC PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PAID PRODUCT OR SERVICE, $100. THE FOREGOING LIMITATIONS ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OUR PLACE AND YOU AND WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. THE FOREGOING SHALL CONSTITUTE OUR PLACE’S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages, such as in Quebec or Saskatchewan. Accordingly, some of these limitations may not apply to you. If you are located in New Jersey, United States, the limitations in this Section do not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or condition or guarantee or limit liabilities, the scope and duration of such warranty or condition or guarantee and the extent of our liability will be the minimum permitted under such applicable law.
If you participate in an in-person or online Our Place experience (e.g., a cooking class or demonstration) (“Experience”), you expressly acknowledge that such Experience may involve risks such as physical injury or negative health impacts (e.g., food allergies). You expressly assume these risks if you participate in an Experience and acknowledge that you voluntarily choose to participate despite such risks. You further waive and release Our Place and its Representatives from any and all liability, claims, costs, and expenses of any kind and of whatever nature which may later accrue, caused by or arising directly or indirectly from your participation in an Experience, including, without limitation, any injuries suffered while participating in an Experience or practicing what you learned through Experiences on your own time, any injuries to other persons, and any property damage that may occur as a result of my engaging in an Experience.
You hereby release Our Place and their successors from, and covenant not to sue for, claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site and/or Services, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Site and/or Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or the released party.”
13. Modification and termination
13.1 Modification of Services and Prices. Except where not permitted by applicable local legal requirements, Our Place reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), including the Products and their prices, with or without notice. Our Place shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
13.2 Termination. We may, in our sole and absolute discretion, terminate, suspend, or otherwise deny your access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post termination, including without limitation, and as applicable, the Mandatory Arbitration and Class Action Waiver provisions and Sections 11 and 12. Termination of your use or access to the Services may also include, at Our Place’s sole discretion, the deletion of your account and/or User Content, and you will not be able to retrieve any information related to your account except as required by applicable law. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold Our Place and its Representatives harmless from any and all liability that Our Place of any of its Representatives may incur with respect thereto.
13.3 If we become aware of any possible violations of the Terms, or if we determine that you breaches any portion of the Terms, we reserve the right to (without limitation) also: refer the matter to and cooperate with any and all applicable legal authorities; disclose any information to law enforcement authorities as we reasonably feel is necessary and/or in order to comply with applicable law, legal processes or governmental requests; issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs); issue a warning to you; investigate your behavior; and temporarily or permanently deactivate or suspend access to your Account or your right to use the Site. We exclude our liability for all action we may take in response to breaches of these Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
14. Mandatory arbitration and class action waiver for residents of the United States
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION ONLY APPLIES TO RESIDENTS IN THE UNITED STATES.
14.1 Application. You and Our Place agree that these Terms affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 14 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including your purchase and use of any Product or Services; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
14.2 Initial Dispute Resolution. Most disputes can be resolved without resorting to arbitration. Before taking any formal action, you will contact us at ATTN: Legal, 3924 Tuller Avenue, Culver City, CA 90230, with a copy to firstname.lastname@example.org, and provide your name, a brief, written description of the dispute, your contact information and a description of the specific relief you seek. Before we take any formal action against you, we will notify you via the contact information we have on file associated with your account/purchase with a brief description of the dispute and next steps. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
14.3 Binding arbitration. If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided in section 14.8) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach) shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.
14.4 Arbitrator’s powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator’s award shall be written and shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
14.5 Filing a Demand. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) contact JAMS and follow the appropriate procedures with JAMS to commence the arbitration (c) send one copy of the Demand for Arbitration to us at: Attn: Lagom Kitchen Company, 251 Little Falls Drive, Wilmington, DE, 19808 c/o Corporation Services Company with a copy to email@example.com.
Payment of all filing, administration, and arbitrator fees will be governed by JAMS’ applicable consumer rules. The parties shall be responsible for their own attorneys’ fees and costs in arbitration, unless they are authorized by law or the arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in the Los Angeles, California, United States, and you and Our Place agree to submit to the personal jurisdiction of any federal or state court in the such location, with such federal or state court applying the laws of the State of Delaware, in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
14.6 Waiver of Class or Non-Individualized Relief. BY ENTERING INTO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT, YOU AND OUR PLACE ARE EACH WAIVING THE RIGHT TO BRING, JOIN, OR PARTICIPATE IN, EITHER AS A PLAINTIFF OR CLASS MEMBER, IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. YOU ALSO ACKNOWLEDGE AND AGREE THAT, UNLESS YOU AND OUR PLACE OTHERWISE AGREE IN WRITING, ANY ARBITRATION OF ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU FURTHER ACKNOWLEDGE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY IN YOUR FAVOR AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY YOUR INDIVIDUAL CLAIM(S), AND ANY RELIEF AWARDED CANNOT AFFECT OTHER OUR PLACE CUSTOMERS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then that claim for relief, and only that claim for relief, must be severed from the arbitration and brought into the state or federal courts located in Los Angeles County, California. All other claims shall be arbitrated.
14.7 Waiver of Jury Trial. BY ENTERING INTO THESE TERMS, YOU AND ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY CLAIMS(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT, YOU AND OUR PLACE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
14.8 Exception: Litigation of intellectual property and small claims court claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may seek injunctive or other equitable relief or bring enforcement actions, validity determinations or claims arising from or relating to the unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
14.9 30-day right to opt out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to firstname.lastname@example.org with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT OUT” and your first and last name and email address associated with your account and stating your intent to opt-out. The notice must be sent within thirty (30) days of (a) the effective date of these Terms; or (b) your first date that you used the Services that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Our Place also will not be bound by them.
14.10 Changes to this Section. If we make any material changes to this Section 14, you may reject any such change by sending us written notice within 30 days of the change to the contact information set forth in Section 14.9. It is not necessary to send us a rejection of a future change to the Arbitration and Class Action Waiver section of these Terms if you had properly opted out of this Section within the first 30 days after you first accepted these Terms. If you have not properly opted out of this Section after such first 30 days, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject. This notification affects these Terms only; if you previously entered into other arbitration agreements with us or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and us.
14.11 Severance of Arbitration Agreement. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement.
14.12 Survival. This Section shall survive any termination of the Terms or of your use of the Services. This Arbitration Agreement will continue to apply even if you or we close your Our Place account.
14.13. Federal and State Courts in Los Angeles. Except to the extent that arbitration is required, and except as to the enforcement of any arbitration decision or award or with respect to excluded claims set forth in Section 14.8, any action or proceeding may only be instituted in state or federal court in Los Angeles County, California. Accordingly, you and Our Place consent to the exclusive personal jurisdiction and venue of such courts for such matters.
15. Text Messaging
15.1. Text messaging consent and terms. By using the Services, you agree that Our Place and those acting on our behalf may, in certain circumstances, send you recurring automated text (SMS) messages at the phone number you provided us. These messages may include operational messages about your use of the Services, as well as marketing or other promotional messages. You acknowledge and agree that your voluntary provision to Our Place of your phone number when collected for purposes of promotional and marketing text messages, whether that election is made via an opt-in checkbox, submitting your phone number to a designated form, requesting enrollment via text message or another method, represents your consent that Our Place (or its messaging service provider) may contact you by telephone, SMS or MMS messages at that phone number for marketing and promotional purposes.
You may opt-out of receiving marketing text messages at any time by texting STOP to any text message from us or sending an email to email@example.com, indicating that you no longer wish to receive marketing texts along with the phone number of the mobile device receiving the messages. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request. You acknowledge that our text messaging platform may not recognize and respond to unsubscribe requests that do not include the “STOP” keyword command and agree that Our Place and its service providers will have no liability for failing to honor such requests. If you do not want to receive operational text messages from us, do not use the Services. If you unsubscribe from one of our text message programs, you further acknowledge that you may continue to receive text messages from Our Place through our other text message programs you may have joined until you separately unsubscribe from those programs. For example, if you unsubscribe from receiving promotional and marketing text messages, you may still receive text messages about your account or orders for transactional, operational, or informational purposes unless you unsubscribe from those text messages as described above, and even in such event you may still receive individual texts from our third-party delivery partners to enable successful delivery of your order. Text the keyword HELP to our shortcode to return customer care contact information.
Text messages may be sent using an automatic telephone dialing system. Your agreement to receive marketing texts is not a condition of any purchase or use of the Services. Carriers, text messaging platforms, and Our Place are not liable for delayed or undelivered messages. You verify that the phone number provided to us is true and accurate and that you are the current subscriber or owner of the phone number that you provided. If you change or deactivate the phone number you provided to us, you must update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. Please contact your mobile network operator for details. Message frequency may vary. Our Place reserves the right to change the short code or phone number from which messages are sent, and we will notify you when we do so.
15.2 E-SIGN Disclosure. By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending a message to firstname.lastname@example.org. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, please contact us via email@example.com with contact information and the address for delivery.
16. Controlling law
These Terms and their subject matter, and any actions relating thereto, shall be construed in accordance with and governed by the laws of the State of Delaware without regard to its conflicts of law principles. Except as provided in the mandatory arbitration Section 14 above, any dispute arising out of these Terms or the use of the Services shall be initiated and conducted in the state or federal courts of Los Angeles, in the State of California and you and Our Place consent to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
The parties agree that most disputes can be resolved without resorting to formal legal action. Therefore, before taking any formal action, you agree to contact us at ATTN: Legal, 3924 Tuller Avenue, Culver City, CA 90230, with a copy to firstname.lastname@example.org, and provide your name, a brief, written description of the dispute, your contact information and a description of the specific relief you seek. Before we take any formal action against you, we will notify you via the contact information we have on file associated with your account/purchase with a brief description of the dispute and next steps. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
17. General terms
17.1 Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING THE PRODUCTS, MUST BE COMMENCED BY YOU OR US WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED (WHICH MEANS THAT YOU WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE).
17.2. Force majeure. Under no circumstances will Our Place be liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of transportation facilities or other supply chain shortages, fuel, energy, labor or materials, fires, floods, storms, explosions, acts of God, pandemics, epidemics, war (whether or not declared), acts of civil or military authorities, orders of domestic or foreign courts or tribunals or non-performance of third parties.
17.3 No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
17.4 Severability. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect and the impacted provision will be limited to the minimum extent necessary.
17.5 Third-party beneficiaries. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
17.6 Entire agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Our Place, and supersede any prior and contemporaneous agreements between you and Our Place on the subject matter, except as expressly provided herein. These Terms supersede any terms and conditions which you include in any purchase order, confirmation of order or other document.
17.7 Assignment. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Our Place without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.
17.8 Modification. Any variation of these Terms will be binding on us only if agreed in writing by you and an authorized representative of Our Place.
17.9 No agency. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms, and you shall have no right or authority to assume or create any obligations or to make any representations on behalf of Our Place, or to bind Our Place in any respect.
17.10 Headings. Headings and subheadings in these Terms are for convenience only and have no legal or contractual effect.
17.11 Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.
17.12 Consumer Complaints. In accordance with California Civil Code §1789.3, if you are a California resident you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 N. Market Blvd., Ste. N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
17.13 Notices. We may deliver notice to you by email listed on your account or order, posting a notice on the Services, or any other method we choose and such notice will be effective on dispatch. In the event that the last e-mail address you provided to Our Place is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, you agree that Our Place’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. If you give notice to us, it will be effective when received by us at 3924 Tuller Avenue, Culver City, CA 90230, with a copy to email@example.com.
17.14 Languages. The official language of these Terms exclusively shall be, and all communications and agreements between Our Place and you and any proceedings in connection with these Terms and/or your use of the Services, exclusively shall be made in the English language. Our Place and you waive any rights we may have under any other laws to have these Terms written in another language, and any translation of these Terms will be for convenience only.
18. Copyright Policy
Our Place respects the intellectual property rights of others and has implemented a copyright policy in accordance with the Digital Millennium Copyright Act and other relevant laws. Our Place will respond to valid notices of copyright infringement and reserves the right to terminate any users, at Our Place’s sole discretion and without notice, who infringe copyrights or other intellectual property rights.
If you believe any content posted or made available on the Services constitutes infringement of your copyright rights, you may send a written notice of infringement to Our Place’s designated Copyright Agent using the contact information listed below. In your notice, please specify the nature of the copyright infringement and include the following information: (a) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (b) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Services (e.g., the URL of the claimed infringing material if applicable or other means by which Our Place may locate the material); (c) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
Deliver the notice, with all items completed, to Our Place’s Designated Copyright Agent: Our Place, 3924 Tuller Avenue, Culver City, CA 90230, Attn: Legal or firstname.lastname@example.org.
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the removed content, you may send a written counter-notice containing the following information to Our Place’s Designated Copyright Agent: (a) an electronic or physical signature; (b) a description of the material that was removed, including the location of such material on the Services; (c) complete contact information, including your name, title, address, telephone number, and email address; (d) a statement, made under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (e) a statement that you consent to the jurisdiction of a federal court located in Los Angeles, California and a statement that you will accept service of process from the person or agent of such person who provided notification of the alleged infringement.
Upon receipt of a valid counter-notice, Our Place will forward it to the original complaining party informing that person that it may replace the removed content or cease disabling it within ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
If you have any questions about these Terms, please contact us at: email@example.com.