Last Updated: July 6, 2020
These Terms of Service (these "Terms") form a contract between you and S&L, Inc., a Delaware corporation doing business as Empress Teas ("Empress", "we", "us", or "our") that governs your access to and use of (i) Empress’s website at www.empressteas.com and (ii) any and all of the company’s website(s) or application(s) which allows for the purchase of the company’s teas, other products and related services and provides general information on the company and related industries (Empress’s website shall be referred to as the “Website”; the Website and all related products and services shall be collectively referred to as the "Service(s)").
You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Empress and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning these Terms, please contact us at firstname.lastname@example.org.
Please note that Empress provides limited warranties for the products it sells to its customers and does not provide warranties for the aspects of the Services. These Terms also limit our liability to you. See Sections 12 (WARRANTY) and 14 (LIMITATION OF LIABILITY) below for details.
- CHANGES TO THESE TERMS
We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the Website. Any changes will be effective upon posting of the then-current Terms. If in our sole discretion we deem a revision to these Terms to be material, we may notify you via the Services, We encourage you to check the date of these Terms by visiting the Website to see if these Terms have been updated. Your continued access or use of any portion of the Services constitutes your acceptance of such changes and the revised Terms. If you don't agree to any of the changes, we are not obligated to keep providing the Services, and you must stop using the Services.
- USE OF THE SERVICE
You may use the Service only in strict compliance with these Terms and all applicable laws.
- THIRD PARTY SERVICES
It may be necessary to access or use a third party’s application, site or platform in order to gain access to and use the Services. In such cases, by using the Services, you expressly agree to any third party’s terms of service. If you have any questions, please contact us at email@example.com.
- CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
- CUSTOMER DATA
Except for material that we may license to you, we don't claim ownership of any data or content that is uploaded, transmitted, or processed in connection with the Services (collectively, “Customer Data”). We also don't control, verify, or endorse the Customer Data that you and others make available to or on the Services. Customer Data may include Transaction Data as defined below.
You hereby grant Empress and its agents the right to transmit, use and disclose your Customer Data solely to the extent necessary to provide the Services, as otherwise permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency.
You represent and warrant that: (a) you have all the rights in the Customer Data necessary for you to use the Services and to grant the rights in this Section; and (b) the collection, use, or transmission of the Customer Data doesn't violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the Customer Data; (b) ensure that the Customer Data complies with these Terms and any and all applicable laws and regulations; (c) promptly handle and resolve any notices and claims relating to the Customer Data, including any notices sent to you by any person claiming that any Customer Data violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Customer Data, which may include, your use of additional encryption technology to protect the Customer Data from unauthorized access. Empress will have no liability of any kind as a result of the deletion of, correction to, destruction of, damage to, loss of or failure to store or encrypt any Customer Data.
You must immediately notify Empress in writing of any unauthorized use of: (a) any Customer Data, or (b) the Services that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide FitPay with such cooperation and assistance related to any such unauthorized use as FitPay may reasonably request.
- DATA STORE
Empress stores a limited amount of data in order to provide you with the Services. It stores your name, your email, the last 4 digits of the credit card that you provide to third parties through the Services as well as the last four digits of the digitized token that is created as part of the Services.
- SUSPENSION AND TERMINATION OF USE OF THE SERVICES
We reserve the right to temporarily suspend or terminate your access to the Services at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Services for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Empress to incur legal liability or disrupt others' use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code transmitted by you; (d) scheduled downtime and recurring downtime; (e) use of excessive storage or processing capacity or bandwidth; or (f) unplanned technical problems and outages. If, in Empress’s determination, the suspension might be indefinite and/or Empress has elected to terminate your access to the Service, Empress will use commercially reasonable efforts to notify you through the Service.
- ACCEPTABLE USE
You may only use the Services if you do so in compliance with our standard policies and procedures; if you do not, we reserve the right to terminate your use of the Services at any time in our sole discretion. You must not use the Services to harm others or the Services. For example, you must not use the Services to harm, threaten, or harass another person, organization, or Empress and/or to build a similar service, application or website. You must not: damage, disable, overburden, or impair the Services (or any network connected to the Services); resell or redistribute the Services or any part of them; use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out such activities; or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Empress) to access or use the Services. In addition, you promise that you will not and will not encourage or assist any third party to:
- sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
- remove, obscure or alter any proprietary rights notices pertaining to the Services;
- access or use the Services in a way intended to improperly avoid: i) incurring fees or ii) exceeding usage limits or quotas;
- use the Services in any situation in which the failure of the Services could lead to death, personal injury, or physical property or environmental damage;
- use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Customer Data, such as Customer Data: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any Customer Data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- interfere with or disrupt servers or networks used by FitPay to provide the Services or used by other users to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of the Services;
- access or attempt to access Empress’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
- cause, in Empress’s sole discretion, inordinate burden on the Services or Empress’s system resources or capacity; or
- share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.
We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right to determine whether and what action to take in response to each such instance, and any action or inaction in a particular instance will not dictate or limit our response to a future instance. We will not assume or have any liability for any action or inaction with respect to any Customer Data.
- UPDATES TO THE SERVICES
Empress reserves the right to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
- FITPAY PROPRIETARY RIGHTS; CONFIDENTIALITY
10.1 Proprietary Rights
As between Empress and you, Empress or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights explicitly granted to you to use the Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Empress. In the event that you provide comments, suggestions and recommendations to Empress with respect to the Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Services) (collectively, "Feedback"), You hereby grant to Empress a world-wide, royalty free, irrevocable, perpetual license to use any Feedback in connection with the Services.
You acknowledge that you may obtain proprietary information of Empress (“Proprietary Information”). Such Proprietary Information shall belong solely to Empress and includes, but is not limited to, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information:
You shall not use (except as expressly authorized by these Terms) or disclose Empress’s Proprietary Information without our prior written consent unless such Proprietary Information becomes part of the public domain without breach of these Terms.
You agree to take all reasonable measures to maintain the Proprietary Information in confidence.
We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services as part of our efforts to protect the Services, protect our customers, or stop you from breaching these Terms.
- LIMITED PRODUCT WARRANTY; NO WARRANTY FOR SERVICES OR CONTENT
Empress warrants the products it sells according to the limited warranty which can be found at: [link to limited warranty and return policy]
With respect to other aspects of the Services (ie, the Website, services provided and content created or published; referred to for purposes of this Section 12 as the “Warranted Services”), we will use reasonable efforts consistent with prevailing industry standards to maintain the Warranted Services in a manner which minimizes errors and interruptions in the Warranted Services. The Warranted Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, WE DO NOT WARRANT THAT THE WARRANTED SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WARRANTED SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE WARRANTED SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
To the extent permitted by applicable law, you will defend Empress against any cost, loss, damage, or other liability arising from any third party demand or claim that any Customer Data provided by you or your use of the Service in breach of these Terms: (a) infringes a patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Empress’s actions); or (b) violates applicable law or these Terms. Empress will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
- LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND TO THE FULLEST EXTENT OF THE LAW, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE PRODUCTS PURCHASED OR THE SERVICES PROVIDED UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES
The laws of the State of California govern the interpretation of these Terms and apply to claims for breach of these Terms, without reference to or application of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Los Angeles, California for all disputes arising out of or relating to these Terms. Empress may assign this contract to another entity at any time with or without notice to you.
We may send you, in electronic form, information about the Services, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Services or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Services.
17.1. Severability; Entire Agreement
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and Empress regarding the Services. It supersedes any prior contract or oral or written statements regarding your use of the Services.
17.2. Assignment and transfer
We may assign, transfer, or otherwise dispose of our rights and obligations under these Terms, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Services.
17.3. Independent Contractors; No third-party beneficiaries
Empress and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
You must bring any claim related to these Terms or the Services within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.