Sophisticrate Terms and Conditions
Effective Date: 9/25/17
1. Changes to these Terms. We reserve the right to prospectively change these Terms at any time, in our sole discretion. You should periodically review these Terms for changes and you can review the most current Terms at any time at: https://www.sophisticrate.com/terms-and-conditions-2/. The updated Terms are binding on you as of the Effective Date indicated at the top of these Terms. If you do not agree to updated Terms, you should stop using the Site before the Effective Date. Your continued use of the Site after the Effective Date will constitute your acceptance of the updated Terms.
2. Permitted Use; No Distribution. Except for the limited right to use the Site and view the Content, you may not download, copy, sell, print, rent, lease, issue, distribute, transmit, broadcast, modify, perform, display, transfer, upload, post, create derivative works of, exploit, sublicense, reverse-engineer, or otherwise use the Site or Content without express written permission from SC. You may only use the Site for personal, non-commercial purposes. All products and content produced by SC is for personal, non-commercial use and may not be reproduced in any form unless otherwise expressly permitted by SC. No right, title or interest in or to any trademark, service mark, logo or trade name of SC or its licensors is granted under these Terms. You may not remove any proprietary notices on the Site or Content, or attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or security system used as part of the Site or Content. You further agree not to interfere with the proper functioning of the Site and not to use the Content in a way that suggests you are a representative of SC. Any scraping, automated access, or other unauthorized access to and storage of Content is prohibited. You may not use the Site or Content for any illegal purpose. Use of the Content for any purpose other than what is described in this Section is prohibited.
5. Account Registration. You may register for an account on the Site (“Account”) in order to access certain features. Creating an Account may enable you to move through the checkout process more quickly, store multiple shipping addresses, view and track your orders, create and maintain a “wishlist” of products that you can share with others, and save products to a list of “favorites.” If you register for an Account, you must provide SC with your current, complete, and accurate information, including your first and last name, email address, and a password selected by you. Your login and password may only be used by you and you are responsible for keeping your user password confidential. We may also ask for your date of birth in order to verify your age. Children under the age of 13 are prohibited from using the Site or registering for an Account. You are responsible for all activity that occurs under your Account and you agree that SC may attribute all use of your Account to you. Please notify us immediately if you suspect any unauthorized use of your Account or any other breach of security.
6. Product Prices and Availability; Cancellation. Current prices for products and services are described on the Site. SC may change pricing at any time and in its sole discretion. The amount of any sales, use, or other taxes however designated, levied or based on such prices shall be added to the prices shown. Promotions and/or discounts may be offered from time to time on the Site and may be subject to additional terms, limitations, and restrictions. In order to take advantage of such promotions and/or discounts, you agree to comply with any terms, conditions, limitations, or rules presented to you as a condition of participation in any such promotional offer. SC reserves the right to change or discontinue any product or service at any time and without notice. SC further reserves the right, in its sole discretion, to cancel any order, limit any purchase, or refuse to fulfill an order for any or no reason. If your order will be cancelled, limited, or delayed, SC will contact you.
7. Personalized Products; User Submissions. The Site may include functionality that allows you to upload text, images, photographs, or other graphics selected by you (“User Content”) in order to customize personalized products. When you place an order for a personalized product, SC may, for example, alter your User Content in order to prepare a proof for your review or transmit your User Content in relation to production of the product you ordered. SC does not control or endorse and is not responsible for any User Content and SC does not claim ownership of any User Content. By uploading User Content to the Site, you grant SC a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, sublicensable, and transferable license to use, distribute, publicly display, reproduce, modify, adapt, and store the User Content you provide to us in connection with the production of personalized products you purchase from us. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that the use and reproduction of your User Content will not violate any laws. You must not provide any User Content that infringes others’ intellectual property or privacy rights and you are solely responsible for all User Content you provide to SC. By producing your personalized product, SC in no way approves of your User Content. All templates, colors, arrangements, and other design features that may appear with your User Content are property of SC. SC reserves the right to refuse to use your User Content for any reason in its sole discretion. By commenting on or submitting content in connection with SC or SC products on any social media site (e.g., Facebook, Twitter, Instagram, Pinterest), including but not limited to SC social media sites, or “tagging” SC in a social media post, you grant SC a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, sublicensable, and transferable license to use, distribute, publicly display, and reproduce your submissions.
8. DMCA POLICY
REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA Notices is:
Beverly Hills PR Group
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.
Completed Counter-Notices should be sent to:
Beverly Hills PR Group
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
9. Shipping. All sales are FOB shipment origin. Risk of loss passes to you upon shipment of the product from our facilities, and the occurrence of any damage during shipment will not relieve you from making payment of the balance of the purchase price. SC will ship products to customers overseas. Tariffs and taxes may be imposed for international customers which are not implemented by SC and beyond our control. Additional fees may be collected at the time of delivery to pay for government taxes and tariffs.
10. Product Returns. It is your responsibility to assure the quality of all goods upon receipt. All sales are final except for damaged or defective materials. You must obtain a Returned Material Authorization (“RMA”) from us prior to returning any products. In order to be eligible to receive a refund or store credit for returned goods that are damaged or defective, your refund or store credit request must be received no more than sixty (60) days from the order placement date. Any approved refund or store credit will only be for the value of the returned items. For your security, refunds will be credited back to the original payment method used for the purchase. In the event that your credit card has expired or is cancelled, store credit will be issued.
12. Contests, Sweepstakes, and other Promotions. SC may, from time to time and in its sole discretion, offer promotions, contests, sweepstakes, surveys, or games through the Site, our newsletter, or through any other communication from SC (each, a “Promotion”). In addition to these Terms, your participation in any such Promotion may be conditioned upon additional or different terms and conditions and you should be sure to review any additional terms that accompany any such Promotions. To the extent the terms or rules of a Promotion conflict with these Terms, the terms accompanying the Promotion will control.
13. Customer Service. To reach our customer service department, please visit the ”support” or “frequently asked questions” sections of the Site and submit questions to us using the online forms provided on the Site.
14. Site Availability and Support. You may access the Site if and when it is available. SC does not guarantee availability of the Site or Content and SC reserves the right to make changes to the Site and Content at anytime and without notice. The Site may occasionally be down for service, upgrades, maintenance, or for other reasons. To the maximum extent authorized under applicable law, SC reserves the right to change, remove, delete, restrict, block access to, or stop providing any or all of the Site at any time and without notice. SC has no obligation to provide any support in relation to the Site, Content, User Content, or your Account.
15. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, INCLUDING ALL TEXT, GRAPHICS, LOGOS, AUDIO AND VIDEO CLIPS, PHOTOGRAPHS, AND OTHER CONTENT IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND PERFORMANCE, REMAINS WITH YOU. SC DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SITE. IN PARTICULAR, SC MAKES NO WARRANTY THAT THE SITE, CONTENT, OR PRODUCTS: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, COMPLETE, OR RELIABLE, OR (D) WILL BE FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL OR MALICIOUS COMPONENTS. NOR DOES SC WARRANT THAT ANY DEFECTS OR ERRORS ON THE SITE OR CONTENT WILL BE CORRECTED. SC DOES NOT ASSUME ANY LIABILITY RELATING TO DELAYS OR INTERRUPTIONS ATTRIBUTABLE TO THIRD PARTY FAILURES BEYOND ITS CONTROL. THE SITE AND ALL CONTENT YOU DOWNLOAD, UPLOAD, OR OBTAIN FROM THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM.
16. DISCLAIMER OF CERTAIN DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SC BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE; LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; WRONGFUL DEATH; PROPERTY DAMAGE; LOSS OF PRIVACY; FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SITE, CONTENT, OR YOUR ACCOUNT, EVEN IF SC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SC SHALL IN NO EVENT BE LIABLE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND RESULTING FROM ANY OF ITS EMPLOYEES, REPRESENTATIVES OR SALES PERSONS RENDERING TECHNICAL OR OTHER ADVICE OR REPRESENTATIONS IN CONNECTION WITH THE PERFORMANCE OF ANY COMPUTER HARDWARE, COMPUTER SOFTWARE, COMPUTER PRINTERS, MEDIA USED BY THOSE PRINTERS, OR ANY COMBINATIONS THEREOF UNLESS IT IS SPECIFICALLY CONTAINED IN THIS AGREEMENT.
17. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTIONS 15 OR 16, SC’S MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS OR THE SITE WILL BE LIMITED TO THE ACTUAL PRICE PAID FOR PRODUCTS PURCHASED FROM US, WITHOUT INTEREST. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OR THE SITE WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.
18. Independent Remedies. The exclusion of damages under Section 16 is independent of your exclusive remedy in Section 17 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Sections 15, 16, and 17 apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
19. NOTICE ON POTENTIAL LIMITS OF SECTIONS 15, 16, and 17. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES (INCLUDING INCIDENTAL OR CONSEQUENTIAL), LOSS, OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN SECTIONS 15, 16, OR 17 WILL BE INTERPRETED AS EXCLUDING LIABILITY WHICH CANNOT UNDER APPLICABLE LAW BE EXCLUDED IN THOSE JURISDICTIONS. IF YOU RESIDE, OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS, ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF LIMITATION IS NOT PERMITTED, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
20. Indemnification. You hereby agree to defend, indemnify, and hold SC, its directors, officers, managers, members, affiliates, contractors, employees, agents, partners, suppliers, and licensors harmless and will keep them indemnified from any third party claims or demands, including reasonable attorneys’ fees, relating to, arising from, or allegedly arising from (a) your use of the Site and activities occurring under your Account; (b) your use of any product purchased from SC; (c) our use of your User Content; (d) any violation by you of these Terms; or (e) your violation of any other party’s rights or applicable law.
21. Notices. SC may give you all required notices (including legal process) by any lawful method, including by posting notices on the Site or by sending notice to any email address you provide to SC. You agree to send SC notices by contacting us using the online forms provided on the “support” and “frequently asked questions” sections of the Site.
22. Reservation of Rights; Copyright and Trademark Notice. SC and its affiliates, licensors, and suppliers own the title, copyright, and other intellectual property rights in the Site and Content, including all text, photographs, videos, images, graphics, logos, button icons, downloads, templates, product photos, and linked documentation. SC’s rights are protected by United States and international copyright laws and other intellectual property laws and treaty provisions.
23. GOVERNING LAW AND EXCLUSIVE JURISDICTION; ARBITRATION. These Terms are governed by and construed in accordance with the laws of the State of Texas, without reference to its conflict of laws provisions. You expressly agree that exclusive jurisdiction and venue for any dispute relating to or arising from these Terms, the Site, or the Content will reside in the State and Federal Courts located in Travis County, Texas. YOU AND SC EACH AGREE THAT ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, THE CONTENT, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND SC, WILL BE RESOLVED IN TRAVIS COUNTY, TEXAS BY BINDING ARBITRATION BY A SINGLE NEUTRAL ARBITRATOR OR, IF THE CLAIM QUALIFIES, IN SMALL CLAIMS COURT. YOU AND SC EACH ALSO AGREE THAT THESE TERMS AFFECT INTERSTATE COMMERCE SO THE FEDERAL ARBITRATION ACT APPLIES, INCLUDING WITH RESPECT TO ANY QUESTION OF WHETHER A CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION (DESPITE THE CHOICE OF GOVERNING LAW IN THIS SECTION). YOU AND SC EACH AGREE TO ONLY PURSUE ARBITRATION ON AN INDIVIDUAL BASIS AND THAT YOU WILL NOT PURSUE ARBITRATION IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE BASIS, REGARDLESS OF THE APPLICATION OF PROCEDURAL RULES BY ANY ARBITRATOR. IF ANY COURT OR ARBITRATOR HOLDS THAT THE CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE DISPUTE MUST BE BROUGHT IN A STATE OR FEDERAL COURT IN TRAVIS COUNTY, TEXAS. YOU AND SC EACH ALSO AGREE THAT FOR ARBITRATED CLAIMS THE ARBITRATOR’S AWARD WILL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. To begin arbitration you must send a letter requesting arbitration and describing your claim to our mailing address on the Site. SC will attempt to notify you in writing of any dispute if SC has your email or mailing address. If SC does not have your address, SC will post a notice at the Site. The American Arbitration Association (AAA) will arbitrate all disputes and the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. You and SC each are responsible for your own respective costs relating to the arbitration, except that SC will pay the arbitration administrative or filing fees, including the arbitrator fees. An arbitrator may award on an individual basis any relief authorized by law, including injunctive or declaratory relief and attorneys’ fees.
24. Force Majeure. SC will not be required to perform any obligations under these Terms or be liable for any failure to perform if nonperformance is caused by any Act of God, war, civil disturbance, strike, work stoppage, transportation, unavailability of equipment, contingencies, power failures, laws, regulations, ordinances, acts or orders of any governmental agency or official thereof, or any cause not within the control of SC.
25. Termination. SC may, in its sole discretion, terminate this Agreement, your Account, or your use of the Site, and remove and/or discard any User Content you have provided to us with or without cause and with or without notice. The following Sections of these Terms will survive termination: 5, 6, 7, 8, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27.
26. General. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and SC intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and SC agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. Section titles are only for convenience and have no legal or contractual significance. SC may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, in the Site. These Terms will be binding upon all of SC’s successors and assigns. SC’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on SC if it is in writing and signed by SC. These Terms (including any incorporated terms) constitute the entire agreement between you and SC with respect to your use of the Site. Both you and SC warrant to each other that, in entering these Terms, neither SC nor you have relied on nor will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and SC, or SC’s successors and permitted assigns, will have any right to enforce any of these Terms.
27. Contact Information. If you have questions, comments, or concerns regarding the Site or these Terms, please contact us using the online forms provided on the “support” and “frequently asked questions” sections of the Site.