Effective Date — May 23, 2018
Please take a moment to read carefully through these Terms of Service. By accessing or using any part of the Services (as defined below), you signify your agreement to these Terms. If you do not agree to these Terms, you may not access or use any Service.Taste Labs, Inc. or its affiliates (“We” or “us” or “TLI“) is pleased to provide you its online service, including services enabling users to create, watch, and share clips of television shows and other content.
These Terms of Service (“Terms”) govern all use of Taste Labs, Inc’s online services and applications, including (i) the www.shop-autumn.com website, and any other website owned or operated by Taste Labs, Inc (each a “Site,” and collectively the “Sites”), (ii) the mobile applications owned or operated by Taste Labs, Inc, including the Autumn application (the “Apps”), (iii) any other content, features, materials, widgets, and/or online services offered through Taste Labs, Inc (collectively, the “Service”).
These Terms include a release by you of, and limitations on, claims for certain damages against us that may arise out of your use of the Service. By using the Service, you are agreeing to the release and limitations.
If you are a resident of the United States or access or use the Service in the United States, by accepting these Terms, you are agreeing to the arbitration agreement (unless you follow the opt-out procedure) and class action waiver described in Section XIV below in these Terms to resolve any disputes with TLI.
We advise you to store and/or print a copy of these Terms and keep them for your reference.
Subject to your compliance with these Terms, we grant you a limited, personal, revocable, non-exclusive, nontransferable, license, with no right to sub-license or create derivative works (except to the extent required to be permitted by law), to download, install, access and use the Service solely for your personal, non-commercial use on computers and/or devices that you own or control. This license is subject to you: (a) not copying our software; (b) not removing, modifying or obscuring any copyright, trademark, or other proprietary rights notices on the Service; © not reverse engineering, decompiling, or disassembling the Service; and (d) not accessing, creating or modifying the source code of the Service in any way.
We reserve any and all rights not expressly granted to you pursuant to this agreement. The limited rights granted to you to download, install, access and use the Service comprise a limited license and do not constitute the sale of any software program.
You alone are responsible for any costs you incur to access the Internet.
To access some features of the Service, you may be required to create account(s) or connect via a third party social network like Facebook. When creating an account on the Service, you agree that all account registration information you submit will be accurate and updated. You are prohibited from choosing a user ID: (a) that is subject to the rights of another person without permission; (b) with the intent to impersonate another person, entity, business or organization; or © that is inappropriate, offensive or obscene. We reserve the right to refuse account registration, or to suspend or terminate your account for any reason or no reason.
It is important that you keep your account information secure and confidential, and you agree to notify us immediately of any unauthorized use of your account and agree that TLI is not liable for any loss or damage arising from your failure to safeguard your password. You agree that you will be solely responsible (to TLI, and to others) for all activity that occurs on your account.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in any account stored or hosted on the Service, and you further acknowledge and agree that all rights in and to such accounts are and shall forever be owned by and inure to the benefit of TLI. You may not transfer, share or make available your account information to others. Any distribution by you of your account information may result in suspension, termination or cancellation of your access to the Service.
The Service is intended for users aged 18 or older. This is because some of the content and/or advertising on the Service may be unsuitable for minors under the age of 18.
If you are aged 13 to 18 years old, or are otherwise a minor in your country of residence, you should have a guardian’s approval to use the Service, and review these Terms with that guardian. If we determine that you are under the age of 18 and misrepresenting your age, we reserve the right to terminate your account.
The Service is not directed at children under 13. We do not knowingly collect personal data from children under 13, and if we become aware that a child has provided us with personal data, we will take steps to remove such information and terminate the account.
Your license to use the Service is conditioned upon the following restrictions:
You agree that you will not under any circumstances:
Once registered on the Service, you may have the opportunity to publish, transmit or otherwise make available certain content, including user comments, photos, images, and other material or information (collectively, “User Content”). You are solely responsible for the User Content that you post on the Service, and we reserve the right to remove any User Content at our discretion.
By posting and transmitting any User Content while using the Service, you agree that:
With the exception of User Content submitted by you, all other content, software (including source code), logos, icons, the Service’s “look and feel,” text, graphics, images, video clips, sound clips, notices, data, page layout, and selection and arrangement of the content on the Service is either owned by us or licensed to us, and is subject to copyright, trademark rights, and other intellectual property rights of TLI or our licensors. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of TLI or, where applicable, TLI’s licensors. TLI and its licensors reserve all rights not expressly granted in and to their content. Any third party trademarks present on the Service are trademarks of their respective owners. Any images of persons or personalities contained on the Service are not an indication or endorsement of TLI or any particular product or TLI’s service unless otherwise indicated.
By accessing the Service you agree not to engage in any of the following activities in relation to any programming (or other IP) owned or distributed by us or our partners as well any digital media player provided in the Service, clips, advertisements, graphics and characters: (a) modifying or using any content otherwise than as allowed under these Terms; (b) using, marketing or re-distributing any content through any software application other than the Service; © downloading, re-transmitting, reproducing or storing the content on any device or media (other than for any brief periods of time necessary for streaming of any content); and/or (d) reformatting, optimizing or customizing the content for display, distribution or transmission.
(a) Termination of Repeat Infringer Accounts. TLI respects the intellectual property rights of others and requests that our users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we have implemented a policy that provides for the termination in appropriate circumstances of users who are repeat infringers. We may terminate access for users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
(b) DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to TLI’s designated copyright agent by email email@example.com:
The Service may deliver third party advertisements. This advertising may be contextually related to your location, your usage behavior on the Service, or based on other information you have provided to us or has been provided to us by third parties. Any dealings you have with advertisers while using the Service are between you and the advertiser, and you agree that we do not endorse, and are not responsible for, the content, safety, accuracy, or legality of any third party goods or services advertised on the Service.
YOU AGREE THAT USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE SERVICE IS PROVIDED “AS IS, AS AVAILABLE” WITH ALL FAULTS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. TLI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, SECURITY, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. NEITHER TLI NOR ITS SUPPLIERS AND LICENSORS MAKES ANY WARRANTY OR GUARANTEE THAT THE SERVICE WILL BE ERROR FREE, RELIABLE, OR FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT ACCESS TO THE SERVICE WILL BE TIMELY AND UNINTERRUPTED.
TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, IN NO EVENT SHALL TLI, ITS DIRECTORS OR EMPLOYEES, OR ITS LICENSORS AND PARTNERS (THE “TLI PARTIES”), BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND, HOWEVER ARISING, THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) YOUR USE OR MISUSE OF THE SERVICE OR ANY PART OF THE SERVICE; (B) ANY CLAIM THAT YOUR USER CONTENT CAUSED DAMAGE TO A THIRD PARTY; © YOUR BREACH OR ALLEGED BREACH OF ANY PROVISION OF THESE TERMS; (D) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; OR (E) ANY USER CONTENT YOU POST OR SHARE ON OR THROUGH THE SERVICE; (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, REGARDLESS OF THEIR ORIGIN; (G) ANY OTHER INTERACTION WITH THE SERVICE OR ANY OTHER USER OF THE SERVICE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. YOU AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICE IS TO DISCONTINUE USE OF THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, IN NO EVENT WILL TLI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES OR LOSSES EXCEED THE GREATER OF (I) THE AMOUNTS YOU HAVE PAID TLI TO USE THE SERVICES, OR (II) FIFTY UNITED STATES DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU AGREE TO INDEMNIFY, AND HOLD HARMLESS THE TLI PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, TAXES, FINES, PENALTIES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR ANY APPLICABLE LAWS OR YOUR USE OF THE SERVICE. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.
THIS SECTION APPLIES TO ALL USERS OF THE SERVICE TO THE FULLEST EXTENT ALLOWABLE BY LAW. BY ACCEPTING THESE TERMS YOU EXPLICITLY WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AGAINST TLI.
This section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
You agree that in the event of any dispute between you and TLI, you will first contact TLI and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of TLI’s services and/or products, including the Service, or relating in any way to the communications between you and TLI or any other user of the Service, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and TLI. However, this arbitration agreement does not (a) govern any Claim by TLI for infringement of its intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual you may opt out of this arbitration agreement within thirty (30) days of the first of the date you access or use this Service by following the procedure described below.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and TLI are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Taste Labs, Inc, 833 Broadway, Floor 2, New York, NY, 10003. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Service on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at http://www.adr.org or by calling 1–800–778–7879.
The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Massachusetts law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If you are an individual and have not accessed or used the Service on behalf of an entity, we will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.
If you do not want to arbitrate disputes with TLI and you are an individual, you may opt out of this arbitration agreement by sending an email to firstname.lastname@example.org within thirty (30) days of the first of the date you access or use the Service after these Terms are made effective.
Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.
If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and TLI each waive any right to a jury trial.
These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles; except that aspects of the Service that are accessed from France may also be subject to the Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services transposed into French law by the Law Number 2004–575 of 21 June 2004 regarding confidence in the digital economy. Except as otherwise provided in these Terms, you and TLI may litigate in the courts of Los Angeles, California to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the County of Los Angeles, California, and you and TLI agree to submit to the personal jurisdiction of that court.
We are constantly updating the Service, and that means we reserve the right to update these Terms for any reason. If we make changes that are material, we will attempt to notify you, including by updating the “LAST MODIFIED” date at the top of these Terms. However, it is your sole responsibility to review the Terms from time to time to view any such changes. If you continue to use the Service, you signify your agreement to our revisions to these Terms. If you disagree with any of our changes, you should discontinue your use of the Service.
We reserve the right to change, suspend or discontinue (temporarily or permanently) the Service at any time, with or without cause, and may not be able to provide you with prior notice of such changes, suspension or discontinuation. We may also change, restrict or terminate your access to the Service any time, with or without cause. We are not liable to you or to any third party for any changes, suspension, or restriction to, or termination of the Service.
If you wish to terminate your account, you may simply discontinue using the Service. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability. Our rights under these Terms will survive any termination of these Terms.
If any part of these Terms is held invalid or unenforceable, that portion of the Terms will be construed consistent with applicable law, and the remaining portions will remain in full force and effect. Any failure on the part of TLI to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision.
If you have questions about these Terms, please email us at email@example.com or write to us at Taste Labs, Inc., 833 Broadway, Floor 2, New York, NY, 10003