InnerSloth Website Terms of Service
Last Updated December 9, 2020
Welcome to InnerSloth! This Agreement governs your access to and use of the Services, as defined herein, and any associated content related updates, upgrades, and features. This Agreement is a legally binding agreement between you and InnerSloth LLC. Read this Agreement carefully before using the Services. By accessing the Services, you hereby agree and assent to all terms, conditions, and obligations herein. IF YOU DO NOT AGREE WITH THIS AGREEMENT OR ANY PORTION THEREOF, YOU MAY NOT USE OR OTHERWISE ACCESS THE SERVICES.
We may amend this Agreement at any time by posting a revised version on the Website. Each revised version will state its effective date, which will be effective on or after the date in which it is posted or sent. Your continued use of the Services after the effective date constitutes your acceptance of the revised Agreement.
"Account" means, any individual User account you create that you use to access the Services.
“Agreement” means these terms of service and end user license agreement and any terms, conditions, covenants, representations, warranties, obligations, and licenses contained herein.
"Company" means InnerSloth LLC. References to "us" "we," or "our" means Company, including any and all subsidiaries, parent companies, joint ventures, and other corporate entities under common ownership and/or any of their agents, consultants, employees, oﬃcers, and directors. Company does not include affiliates or third parties (analytics or ad tech companies, or similar organizations).
"Dispute" means any controversy related to this agreement, including without limitation claims arising out of or relating to any aspect of the relationship between you and Company, claims that arose before this Agreement, and claims that may arise after the termination of this Agreement; however, this does not include claims related to or arising from the enforcement or protection of Intellectual Property Rights, and is subject to any applicable statutory consumer rights laws in your local jurisdiction.
"Intellectual Property Rights" means, any and all right, title, and interest of every kind whatsoever, whether now known or unknown, in and to patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including, without limitation, all applications and registrations relating to the foregoing.
“Merchandise” means real-life tangible goods available for purchase on the Website.
"Notice" means a delivered writing by e-mail, courier, or postal delivery to the other party at their respective address and will be eﬀective upon receipt.
“Payment Processors” means those third-party payment processes with which Company partners, to facilitate Merchandises purchases. Company may use additional Payment Processors or otherwise cease to use any particular Payment Processor(s) at any time, in its sole discretion.
"Protected Content" means all content, included as part of the Services and any compilation thereof including, without limitation, the look and feel of the Services, the text, graphics, source code, sound recordings, musical composition, narrative, characters, literary works, and any other works of authorship or other materials contained therein, whether or not protectable by copyright, trademark, or other applicable law or legal theory.
“Services” means the Website and any associated services or materials thereon.
"User," "you" or "your" means any user of the Services, or any or owner, officer, employee, affiliate, or agent of the same that uses the Services or any portion thereof.
“Website” means the online website “Innersloth.com” including all sub-pages, sub-domains, and associated domains thereof.
The Services are licensed to you for your personal use and entertainment. Company hereby grants you a personal, limited, non-transferable, fully, revocable, and non-exclusive License to use the Services for your non-commercial use, subject to your compliance with this Agreement. Except as provided in Section 4 below, you may not access, copy, modify or distribute the Services, unless expressly authorized by Company or permitted by applicable law. You may not reverse engineer or attempt to extract or otherwise use source code or other data from the Services, unless expressly authorized by Company or permitted by law. Company or its licensors own and reserve all other rights, including all right, title and interest in the Services and all materials or content therein, and all associated Intellectual Property Rights.
- License Restrictions and Prohibited Conduct
You may not do any of the following with respect to the Services or any components thereof:
- Use the Services commercially or for a promotional purpose, except as otherwise authorized herein or within our Fan Content Policy. For clarity, in the event of a conflict between the terms and conditions of this Agreement or the terms and conditions of the Fan content policy this Agreement will control;
- Copy, reproduce, distribute, display, publicly perform, publish, or use the Services or any portion or aspect thereof, in any way that is not expressly authorized in this Agreement;
- Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that this activity is expressly permitted by the applicable law of your country of residence;
- Modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent that such activity is expressly permitted this Agreement or by applicable law notwithstanding this limitation;
- Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services;
- Access any the Services or any website, server, software application, or other computer resource owned, used and/or licensed by Company, by means of any robot, spider, scraper, crawler or other automated means for any purpose, or bypass any measures Company may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used and/or licensed to Company;
- Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- Harvest or collect the email addresses or other contact information of other Users;
- Use the Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.
- Children Under 18
- By using the Services, you warrant and represent that you: 1) are at least 18 years of age and otherwise legally competent to read, understand and accept the provisions of this agreement; or 2) are a minor who has been authorized under the provisions of Section 6(b) below.
- If you are the legal guardian of a minor, you can choose to allow use of the Services by that minor instead of yourself subject to the following provisions:
- You acknowledge, and further agree that the aforementioned minor is entering into an agreement with your consent;
- You acknowledge, and further agree you are entirely responsible for all the provisions in this Agreement;
- You acknowledge, and further agree, you are legally responsible for all actions of that minor, including but not limited to any payments, damages and/or liabilities related to the actions of that minor;
- In consideration of Company allowing access to the Services by a minor, and in addition to the indemnification provisions set forth herein, the foregoing adult hereby guarantees and agrees to pay for any and all liabilities of any nature whatsoever incurred under this agreement and to defend, indemnify and hold harmless Company with respect thereto.
To use the Website, you may elect to set up an individual Account. All Accounts are subject to this Agreement. Each Account, requires a verified email address and includes a unique and complex password used to access your Account. You are solely responsible for maintaining the confidentiality and security of your Account and password. Such security includes but is not limited to restricting access to your computer, laptop, tablet, or mobile device that you use to access the Website and/or where such password may be stored. You agree that you are solely responsible for all activities and actions that occur under the auspices of your Account. You agree not to assign or otherwise transfer your Account to or share your password with any other person or entity. You acknowledge and agree that Company is not responsible for third-party access to your Account that results from theft or misappropriation of your password or other Account credentials. You hereby acknowledge and agree that any action taken under your Account will be presumed to have been authorized by you.
- Electronic Communication
Each and every time you send an email or other electronic communication to Company, such communication will constitute an electronic communication. By using the Services, you consent to receive electronic communications and you agree that all agreements, Notices, disclosures and other communications that Company provides to you via electronic communication, individually and collectively, satisfy any legal requirement that such communications be in writing.
- Website Merchandise
Users may also purchase Merchandise from the Website. Purchases may be made via credit card or may otherwise be facilitated via a Payment Processor.
- Credit Card Purchases. By providing payment card information to Company, you represent to Company that you are the authorized user of the applicable payment card or account associated with that payment, and you authorize Company to charge your payment card to process and collect such payment. Payment processing time will vary depending on your location and that of your financial institution. If your payment is rejected for any reason, including insufficient funds, Company reserves the right to contact you directly to seek payment.
- Payment Processors. Company also partners withPayPal, Google Pay, and Shop to facilitate payments related to Merchandise purchases. Payment processing time will vary depending on your location and that of your financial institution. You will receive a receipt from the applicable Payment Processor confirming payment. If your payment is rejected for any reason, including insufficient funds, Company reserves the right to contact you directly to seek payment. By using any Payment Processor, you are subject to such Payment Processors policies, terms of service, as well as any agreement between you and the respective Payment Processor (collectively “Payment Processor Agreements”). If Company receives notice that your activity violates any Payment Processor Agreement or any similar agreement between you and any Payment Processor, Company may, in our sole discretion act against your Account to bring you into compliance with such Payment Processor Agreements. Such actions may include canceling a transaction, suspending your Account privileges and/or removing certain payment methods. You further acknowledge and agree that Company is not a party to such Payment Processor Agreements and does not control the foregoing.
- Refund. Company will provide refunds to Users who return Merchandise, provided such Merchandise is in good condition and returned within thirty (30) days of receipt or sixty (60) days for Users outside of the U.S. Any refund will not include any credit card processing fees or any associated transaction fees charged by a Payment Processor, all of which are non-refundable. Any refund will be credited towards the payment card or Payment Processor Account used to purchase the Merchandise. If you would like to request a refund, you may contact
- Intellectual Property Ownership
All Protected Content is the property of Company or its third-party suppliers and protected by copyright, trademark, and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright, trademark and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Protected Content, in whole or in part, found within the Services. Your use of the Services does not entitle you to make any unauthorized use of any of the Protected Content, and in particular you shall not delete or alter any proprietary rights or attribution notices in any Protected Content. You shall use Protected Content solely for your personal use, as outlined in this Agreement, and will make no other use of the Protected Content without the express written permission of Company and/or Protected Content’s third-party owner, if applicable. You acknowledge and agree that you do not acquire any ownership rights in any Protected Content. Except as provided for herein, this Agreement do not grant any licenses, express or implied, to the Protected Content or any other intellectual property of Company, our licensors, or any third-party.
- 9. Service Availability and Termination
You acknowledge and agree that:
- Company has the discretion to immediately terminate or restrict access to the Services or any portion thereof, at any time, for any reason, without Notice and without liability to you;
- Access to the Services may be interrupted for reasons within or beyond the control of Company and that Company cannot and does not guarantee you will be able to use the Services whenever you wish to do so;
- The Services may not be offered in all countries or geographic locations.
- Company Disclaimer and Limitation of Liability and Remedies
COMPANY IS NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, INSURER OR CHARITABLE ORGANIZATION. Company has no control over the conduct of, or any information provided by any User, including any information provided by User directly to any Payment Processor and Company hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.
All information and content provided by Company through the Services is for informational and entertainment purposes only and Company does not guarantee the accuracy, completeness, or timeliness or reliability of any such information or content. No content or information is intended to provide financial, legal, tax, or other professional advice. Before making any decisions regarding purchasing any Merchandise or any other good or service, whether virtual or tangible, offered by the Services, you should consult your financial, legal, tax, or other professional advisers as appropriate. You acknowledge that you access content or information through the Services at your own risk and you are solely responsible for making the final determination as to the value and appropriateness of using the same.
USERS ARE NOT EMPLOYEES, PARTNERS, AGENTS, JOINT VENTURES, OR FRANCHISEES OF COMPANY. COMPANY DOES NOT PROVIDE FINANCIAL SUPPORT OR ASSISTANCE TO USERS. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR USERS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR OR CONNECTED TO THE PAYMENTS OR OTHER USER SERVICES PERFORMED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE RESPONSIBLE TO ANY USER FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF FORESEEABILITY AND COMPANY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO A REFUND OF ANY MONIES SPENT BY AN APPLICABLE USER HEREUDNER WITHIN THE SIX (6) MONTHS PRECEDING ANY ALLEGED BREACH OF THIS AGREEMENT BY COMPANY.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY COMPANY, YOUR REMEDIES SHALL BE LIMITED TO AN ACTION FOR DAMAGES, IF ANY AND AS LIMITED ABOVE AND IN NO EVENT SHALL YOU BE ENTITLED TO SEEK TO ENJOIN OR RESTRAIN COMPANY’S PERFORMANCE IN ANY MANNER. ACCORDINGLY, YOU EXPRESSLY AGREE THAT ANY DAMAGE TO YOU WILL NOT BE IRREPARABLE OR OTHERWISE INCALCULABLE SO AS TO ENTITLE YOU TO SEEK AND/OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF.
- Prohibited Conduct
You are granted a non-exclusive, non-transferable, revocable License to access and use the Services, strictly in accordance with this Agreement. As a condition of your use of the Services, you represent and warrant to Company that you will not use the Services for any purpose that is unlawful or prohibited by this Agreement. Further, you agree that you will comply with this Agreement and will not:
- Use the Services in any manner which could damage, disable, overburden, or impair the Website, Website servers, or otherwise interfere with any other party's use and enjoyment of the Services;
- Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services;
- Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;
- Defame, harass, abuse, threaten or defraud users of the Services, or collect, or attempt to collect, personal information about users or third parties without their consent; and
- Attempt to indicate in any manner that you have a relationship with Company or that Company has endorsed you or any products or services for any purpose.
Company also reserves all available legal rights and remedies to prevent the unauthorized use of the Services, including, but not limited to, technological barriers, IP mapping, and contacting your internet service provider.
- Representations and Warranties
- Links to Third Party Sites
The Services may contain links to third party websites. The third party websites are not under the control of Company and Company is not responsible for the contents of the same, including without limitation any link contained therein. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the website or any association with its operators.
- Device and Internet Connection
Use and Access of the Services may require the use of your personal computer, laptop, tablet, or mobile device, as well as communication with or use of space on such device. You are solely responsible for all internet and/or mobile data connection and all associated fees that you incur when accessing the Services.
- International Users
The Services are controlled, operated and administered by Company from our offices within the United States. If you access the Services from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You hereby agree to release Company from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third-party (including other Users) in connection with the Services and any content therein. In furtherance of the foregoing, you hereby waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and assigns from and against any and all claims, losses, costs, debt, liabilities and expenses (including, but not limited to attorney’s fees) arising from (i) your misuse of and access to the Services; (ii) your violation of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, intellectual property, or privacy right; (iv) your use of or inability to use the Services; and (v) any claim that you caused damage to a third-party.
- Dispute Resolution
In the event the parties are not able to resolve any Dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then, except as provided below, the parties hereby agree to submit any dispute they cannot resolve informally to final and binding arbitration. The arbitration will be conducted in Seattle, Washington before a single neutral arbitrator in accordance with the rules of the American Arbitration Association. The arbitrator will follow Washington law in adjudicating the dispute. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Interpretations of this Agreement, including determinations of unconscionability, will be determined by the arbitrator selected through this provision. The parties will initially share the cost of such arbitration, provided that the prevailing party will be entitled to all fees and costs associated with arbitration (or enforcement of an award therefrom), including, but not limited to, reasonable attorney's fees, from the other party upon completion of the arbitration or subsequent enforcement action.
The parties acknowledge and agree that any action with respect to your infringement or alleged infringement of any Intellectual Property Rights, any action in which Company seeks equitable relief, or any other action that may not be submitted to arbitration under applicable law, including the enforcement of any arbitration ruling, shall be tried by a court of competent jurisdiction located in Seattle, Washington.
- Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
- Termination and Access Restriction
Company reserves the right to terminate your access to the Services, or any portion thereof at any time, without Notice, for any reason including, without limitation, a breach of this Agreement. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this section.
In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
Company’s performance of the obligations described herein is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Company with respect to such use.
This Agreement constitute the entire agreement between you and Company with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Services. A printed version of this Agreement and of any Notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be written in English.
This Agreement is non-transferable, and you may not assign your rights and obligations under this Agreement without the express written consent of Company.
You hereby consent to the jurisdiction of the State of Washington and agree that its laws will be used to resolve all disputes arising from or concerning this Agreement.
If you have any questions regarding your use of the Services or compliance with this Agreement, please contact us at firstname.lastname@example.org