Terms of Service - Whole Leaf Matcha
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Terms of Service




LAST UPDATED NOVEMBER 14, 2016




OVERVIEW

THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT” OR “TERMS”) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “CUSTOMER”) AND WHOLE LEAF MATCHA. (“WE”, “Whole Leaf Matcha ”, THE “COMPANY”), THE OWNER AND OPERATOR OF THE WWW.WHOLELEAFMATCHA.COM WEBSITE (THE “SITE”) AND THE RELATED WHOLE LEAF MATCHA MOBILE APPLICATIONS (“APPLICATIONS”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND APPLICATION OF ALL SERVICES, FEATURES, GIFT CARDS, CREDITS AND RESOURCES AVAILABLE OR ENABLED VIA THE SITE AND/OR APPLICATIONS (COLLECTIVELY, WITH THE SITE AND APPLICATIONS, THE “SERVICES”), AND YOUR PURCHASE OF THE MEMBERSHIPS AND PRODUCTS SOLD THROUGH OUR SERVICES. BY ACCESSING AND USING ANY OF THE SERVICES, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SERVICES OR PURCHASE PRODUCTS FROM, OR MEMBERSHIPS TO,  WHOLE LEAF MATCHA.


By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

By signing up for a Membership (as defined below), you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old, that you are using the Site with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to enter into this Agreement. If you are a parent or legal guardian who is registering for a child, you hereby agree to bind your child to this Agreement and to fully indemnify, release and hold harmless Whole Leaf Matcha if your child breaches or disaffirms any term or condition of this Agreement.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

1 – CHANGES TO SERVICES; PERSONAL INFORMATION/PRIVACY

1.1 – Changes to the Services

Whole Leaf Matcha may add to, change or remove any part of the Site, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you.

1.2 – Personal Information

Customers agree to provide accurate, current, and complete information as required for the purchase of the Products and Memberships (both as defined below in Section 3.1). Whole Leaf Matcha reserves the right to block further sales to Customers who provide false, inaccurate or incomplete data. Customer acknowledges that Whole Leaf Matcha uses a third party payment processing service to process orders and bill fees to your credit, debit, or other Company accepted payment method (“Payment Method”).

1.3 – Privacy

By using any Services and/or purchasing a Membership you consent to the collection, transfer, manipulation, storage, disclosure and other uses of your information as described in detail in our Privacy Policy (available for your review at  http://www.wholeleafmatcha.com/pages/privacy-policy ). Irrespective of which country you reside in or supply information from, you authorize Whole Leaf Matcha to use your information in the United States and any other country where Whole Leaf Matcha operates as described herein. Accordingly, please be sure to read our Privacy Policy before using the Services or submitting information to us. If you have any questions regarding our privacy practices, please email us at:  info@wholeleafmatcha.com

2 – PASSWORDS; USER LICENSE; CHAT SESSIONS

2.1 – Passwords

You may log in to the Site and Applications by using your login credentials for an existing account on various third party websites, which may change from time to time, including, without limitation, Twitter, Facebook and LinkedIn (“Third Party Site Login Credentials”) and, if applicable, configure your privacy settings in your third party website account to permit your activities on this Site to be shared with your contacts in your third party Site account (as further detailed in our Privacy Policy, at  http://www.wholeleafmatcha.com/pages/privacy-policy). Notwithstanding the foregoing, you agree that your use of any third party website through which you log in to our Site and Applications using your Third Party Site Login Credentials is governed by the terms and conditions of such third party website’s terms of use and privacy policy, including, without limitation, such third party website’s password and account security policies and user-generated content posting and acceptable use policies.

You are responsible for maintaining the confidentiality of your passwords, and you are responsible for all activities that occur using your passwords or accounts. You agree not to share your passwords, let anyone else access your passwords or do anything else that might jeopardize the security of your passwords. You agree to notify Whole Leaf Matcha if there is any unauthorized use of your password or if you know of any other breach of security in relation to the Services.

2.2 – User License

Subject to your compliance with this Agreement, Whole Leaf Matcha hereby grants you a limited, personal, revocable, non-transferable, non-sub-licensable, and non-exclusive license to access the Services and use the content, information, text, images, graphics, interfaces, audio and video clips and any other materials displayed through the Services (collectively, the “Content”), solely for your personal, non-commercial use. You may not copy, modify, reproduce, publicly display or perform, distribute, or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, your authorization to use the Services and Content automatically terminates without notice to you.

You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Services or Content or otherwise attempt to gain unauthorized access to any portion of the Services or Content or any other systems or networks connected to the Site, or to any server of Whole Leaf Matcha or its third party service providers, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Services or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Services or with any other person’s use of the Services; (d) track or seek to trace any information on any other person who visits the Site or Applications, or uses our Services; (e) use the Services or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Site, Applications, Services, or Content.

2.3 – Chat Sessions

Whole Leaf Matcha offers to its Members the ability to enter into an instant messaging session (“Chat Sessions”) with a Whole Leaf Matcha Member Services Agent (“MSA”). In order to maintain a high standard of service and provide a safe environment for its MSAs, Whole Leaf Matcha reserves the right to refuse, discontinue, and/or block you from Chat Sessions for acts we consider to be inappropriate, such as unreasonable demands, misrepresentations, personally threatening or offensive language, and/or erratic behavior or acts that violate the Terms of Service. If you do not agree to the Terms of Service, including these provisions relating to the Chat Sessions, please do not use the Chat Session service.

Due to account security restrictions MSAs are not able and will not fulfill certain types of requests. If your request requires making a payment OR canceling your service, please log onto your account or email Member Services at  info@wholeleafmatcha.com to complete such transactions. MSAs may request your account login user name, email address, or other personally identifiable information in order ensure the identity and security of the chat. MSAs are NOT supposed to ask you for your password or Payment Method information to confirm your account. If a MSA asks for your password or payment information, please immediately discontinue the Chat session and email Whole Leaf Matcha at:  info@wholeleafmatcha.com

3 – TERMS OF SALE

3.1 - Sales of Products and Memberships to End Users Only

Whole Leaf Matcha sells shaving razors and other grooming supplies (the “Product(s)”) to end-user customers who purchase monthly memberships to receive the Products (“Membership(s)”) only for their own personal, non-commercial use. You may not purchase Products or Memberships for further distribution or resale or for any other commercial or business purpose. The Membership and all rights and privileges conferred are personal and non-transferable.

3.2 - Pricing

Pricing for Products and Memberships (including any applicable shipping and handling fees) can be found on Whole Leaf Matcha’s then-current pricing page located on the Site at:  http://www.wholeleafmatcha.com/collections/the-whole-leaf-matcha-shop. The price that we will charge you for the Products and Memberships will be the price as posted on the Site on the date you first sign-up for a Membership to the Site. Whole Leaf Matcha reserves the right to change prices for Products and Memberships at any time, and does not provide price protection or refunds in the event of promotions or price decreases. 

3.3 – Free Month

Your Membership may start with a free trial, allowing you to receive your first shipment free ("Free Trial"). At the time of sign-up, your Payment Method will just be charged for shipping and taxes, if applicable. For combinations with other offers, restrictions may apply. Whole Leaf Matcha reserves the right, in its absolute discretion, to determine your Free Trial eligibility.

We will begin billing your Payment Method the applicable monthly Membership fees -- based on the blade type you selected -- at the end of the Free Trial unless you cancel your Membership prior to the end of the Free Trial. To view the specific details of your Membership, including monthly Membership price and end date of your Free Trial, visit our website and click the "Your Account" page. We may authorize your Payment Method through various methods, including authorizing it up to approximately one month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your Free Trial period.

You will not receive a notice from us that your Free Trial period has ended or that the paying portion of your Membership has begun. To avoid being charged after the expiration of your Free Trial, you must cancel your Membership prior to the end of the first month. We will continue to bill your Payment Method on a monthly or bi-monthly basis (depending on your selection) for your Membership fee until you cancel. For detailed instructions on how to cancel, see Section 3.5 below.

Whole Leaf Matcha reserves the right, in its absolute discretion, to withdraw or modify any Free Trial offerings or promotions at any time without prior notice and with no liability.  

3.4 – Payment Methods; Automatic Monthly Membership Renewals and Membership Cancellation Policy

Whole Leaf Matcha accepts various Payment Methods. You agree to pay all fees charged to your account based on Whole Leaf Matcha’s fees, charges, and billing terms in effect as shown on the payment page when you first sign-up for a Membership. You are also responsible for paying any sales and use taxes and shipping and handling fees that may apply to your purchase of Products or Memberships based on the address that you provide as the shipping address when you register for a Membership, and you authorize Whole Leaf Matcha or the third party payment processing service provider that we engage to charge your Payment Method for any such taxes and fees. All payments shall be made by your selected Payment Method in advance prior to shipping the Products. If you do not pay on time or if your Payment Method cannot be charged for any reason, Whole Leaf Matcha reserves the right to either suspend or terminate your account and Membership and terminate these Terms of Service. All sales and payments will be in US dollars.

Whole Leaf Matcha and Whole Leaf Matcha's third party payment service provider may receive updated Payment Method information from your credit card or payment method issuer. The disbursement of the updated Payment Method information is provided to Whole Leaf Matcha and Whole Leaf Matcha's third party payment service provider at the election of your credit card and payment method issuer.  Neither Whole Leaf Matcha nor Whole Leaf Matcha's third party payment service provider is responsible for the distribution of your credit card or payment method information. It is at the sole election of your credit card or payment method issuer. Your credit card or payment method issuer may give you the right to opt out of the update service. It is your responsibility to contact your credit card or payment method issuer with regards to your right to opt out of the update service.

IMPORTANT NOTICE TO CONSUMER:

MONTHLY MEMBERSHIP RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR CARD ON FILE EACH MONTH. Whole Leaf Matcha will automatically renew your Membership on each monthly anniversary date of the Membership (or bi-monthly anniversary date, depending on the subscription selections you make) and, as authorized by you by checking the box demonstrating your consent for automatic monthly renewal of your Membership during the sign-up process, we will charge your Payment Method with the applicable Membership fee and any shipping and handling costs and sales or similar taxes that may be imposed on your Membership fee payments. Each Membership renewal period is for one month.

MEMBERSHIP CANCELLATION. You may cancel your Membership at any time by logging on to your account page within wholeleafmatcha.com. To cancel a membership, please log in to your account on the Site and select the "membership options" link at the bottom of the page, then follow instructions towards cancellation. Cancellation requests submitted in this manner (via your account page on the wholeleafmatcha.com website) must be received at least one full calendar day prior to your next shipping date to avoid being charged for that shipment. Cancellation requests received after that shall take effect the following month. Cancellation requests received by Whole Leaf Matcha through other channels may take up to five (5) days to process. If you have any problems, please email  info@wholeleafmatcha.com. Whole Leaf Matcha requires a reasonable amount of time to process your Membership cancellation request. If you cancel your Membership, you will enjoy your Membership benefits until the end of the then-current Membership term, and your Membership benefits will expire at the end of the then-current Membership term for which you have paid. You will not be eligible for a prorated refund of any portion of the Membership fees paid for any unused days of the then-current Membership term. 

3.5 – Shipping and Product Acceptance

The shipment date will be determined according to whichever date is closer to the date of the Customer’s first purchase date. Shipping dates are estimates only. All shipments are sent Priority Mail or First-Class mail via the US Postal Service. The risk of loss and title for all Products purchased via the Site pass to the Customer upon delivery of the item to the carrier.

3.6 – Pausing and Resuming Shipping

Whole Leaf Matcha offers its members the ability to temporarily pause their Memberships (“Pause Period”). During the Pause Period, members will remain active members, but they will not receive any products.

A Membership may be placed on a Pause Period for either a one, two, or three month period. During the Pause Period, members will remain a member, continue to receive communications via email, but will not be charged any maintenance or membership fee.

Members who are in a Pause Period may resume receiving products by logging into their account and Resuming shipping either immediately or on their original bill date. You may email any questions about the Pause Period to  info@wholeleafmatcha.com.

4 – USE OF MOBILE APPLICATIONS, SITE, AND OTHER SERVICES

4.1 – Whole Leaf Matcha iOS and Android Mobile Application Terms:

The Terms of this Section 4 shall apply to the Users utilization of either the Whole Leaf Matcha iOS Application or Whole Leaf Matcha Android Application. The consideration of which terms apply is contingent on the Mobile Application downloaded and utilized by the User at the time of access to Whole Leaf Matcha Sites and Services. By way of example, if the User accesses the Whole Leaf Matcha Services on an Android device the Android terms shall apply and if the User accesses the Whole Leaf Matcha Services on an Apple device the iOS terms shall apply. For purposes of this section and to the extent applicable in this Agreement, together the iOS Application and Android Application shall be known as Applications.

4.2 – Incorporation of Related Apple Terms:

These Terms incorporate and supplement the Apple, Inc. (“Apple”) Terms and Conditions (available at  http://www.apple.com/legal/itunes/us/terms.html#service), including without limitation the Licensed Application End User Agreement therein (“Apple Terms”). In addition, these Terms also incorporate and supplement other terms, conditions, and policies of Whole Leaf Matcha posted at  http://www.wholeleafmatcha.com, including without limitation the following related terms, conditions, and other policies, the location and terms of which may be changed from time-to-time,  Whole Leaf Matcha Privacy Policy;

Should any provisions in the terms, conditions, or other policies listed above conflict with these Terms, these Terms will control, solely to the extent such provisions apply to the Application.

  • 4.2-1 – End-User License for Apple Application: Subject to these Terms, Whole Leaf Matcha grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Applications for personal use only on an Apple iPhone, iPad, or iPod Touch (“iOS Device”) owned or controlled by User as permitted by the Usage Rules contained in the Apple Terms and in accordance with these Terms (“User License”). Any use of the iOS Device in any other manner, including, without limitation, resale, transfer, modification or distribution of the iOS Application or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the iOS Application is prohibited. This Agreement and User License also governs any updates to, or supplements or replacements for, the iOS Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.

4.3 – Incorporation of Related Android Terms:

These Terms incorporate and supplement the Google, Inc. Android (“Android”) Market Terms of Service (available at  http://www.google.com/mobile/adroid/market-tos) and the Google Play Developer Distribution Agreement (available at  https://play.google.com/about/developer-distribution-agreement.html#showlanguages), (“Android Terms”). In addition, these Terms also incorporate and supplement other terms, conditions, and policies of Whole Leaf Matcha posted at  http://www.wholeleafmatcha.com, including without limitation the following related terms, conditions, and other policies, the location and terms of which may be changed from time-to-time,  Whole Leaf Matcha Privacy Policy;

Should any provisions in the terms, conditions, or other policies listed above conflict with these Terms, these Terms will control, solely to the extent such provisions apply to the Application.

  • 4.3-1 – End-User License for Android Application: Subject to these Terms, Whole Leaf Matcha grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Applications for personal use only on an Android Device owned or controlled by User as permitted by the Usage Rules contained in the Android Terms and in accordance with these Terms (“User License”). Any use of the Android Application in any other manner, including, without limitation, resale, transfer, modification or distribution of the Android Application or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the Android Application is prohibited. This Agreement and User License also governs any updates to, or supplements or replacements for, the Android Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.

4.4 – User Information:

Services and features, such as Virtual Whole Leaf Matcha Credits, mobile gifting, feedback, account management, and interaction with social media sites, may use, maintain, or transmit User’s personal information, including, without limitation, user names, passwords, proper names, email address, address, location, financial information (including Payment Method information), virtual Whole Leaf Matcha Credits information, GPS location information, and information for and from third-party social-media accounts (collectively “User Information”). By acknowledging and agreeing to this Agreement, or by using the Applications, Site, or other Services, User consents to the transmission of User Information to Whole Leaf Matcha, including its agents and third-party partners, and consents to Whole Leaf Matcha, including its agents and third-party partners, receiving, collecting, storing, processing, transmitting, and using User Information for Application functionality and for the purposes disclosed in one or more of the Whole Leaf Matcha Privacy Policies identified in this Agreement.

Users are solely responsible for taking precautionary steps to protect User Information stored on the respective Applications, including without limitation password-protecting the respective Applications and employing Apple's or Android's remote-wipe feature.

Unless attributable to Whole Leaf Matcha's negligence or misconduct, users are also responsible for all payments and losses resulting from transactions and activities undertaken using Virtual Whole Leaf Matcha Credits registered in their names and agree to immediately notify Whole Leaf Matcha of any suspected unauthorized transactions associated with the Services or any other breach of security.

4.5 – Prohibited Uses:

Users are prohibited from using the Applications, Site, or Services in any way that:

    • Harasses, abuses, stalks, threatens, defames any person, or otherwise infringes or violates the rights of any person (including but not limited to rights of publicity or other proprietary rights);
    • is unlawful, fraudulent, or deceptive;
    • Uses technology or other means to access unauthorized content or non-public spaces;
    • Uses or launches any automated system or process, including without limitation, “bots,” “spiders,” or “crawlers,” to access unauthorized content or non-public data;
    • Attempts to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    • Attempts to damage, disable, overburden, or impair our servers or networks;
    • Attempts to gain unauthorized access to a our computer network;
    • Attempts to gain unauthorized access to one of our user accounts;
    • Encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
    • Violates these Terms in any manner; or
    • Fails to comply with applicable third-party terms and conditions or other third-party policies (collectively “Acceptable Use”).

Whole Leaf Matcha reserves the right, in its sole discretion, to terminate any User License, remove Content, assist law enforcement in the prosecution of criminal liability, or assert a civil or criminal legal action with respect to Content or use of the Applications or other Services, including any Virtual Whole Leaf Matcha Credits, that Whole Leaf Matcha reasonably believes is or might be in violation of these Terms, but failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.

4.6 – User-Generated Content:

The User may generate content, written or otherwise, while using the Services (“User-Generated Content”). User acknowledges and agrees that User-Generated Content may be used, reproduced, displayed, modified, deleted, added too, adapted, and published by Whole Leaf Matcha (for example, in product marketing campaigns). User grants Whole Leaf Matcha and its successors a worldwide; irrevocable; transferrable; sublicensable; fully-paid and royalty-free; and non-exclusive license to use, reproduce, display, modify, delete from, add to, adapt, publish, and prepare derivative works from the User-Generated Information. User further acknowledges and agrees that the User, and the User alone, is responsible for the development of User-Generated Content.

4.7 – Indemnification:

User agrees to indemnify and hold harmless Whole Leaf Matcha, its affiliates, licensors, suppliers, and third-party service providers, and each of their respective directors, officers, employees, contractors, agents, successors, and assigns (collectively, the "Whole Leaf Matcha Parties") from all claims or causes of action, liabilities, damages, costs, fines, penalties, and expenses (including attorneys’ fees) arising from or related to the User's misuse of the Services or Products, violation of these Terms, or violations of any rights of a third party, or any allegation thereof. Whole Leaf Matcha reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses. This provision does not require you to indemnify any Whole Leaf Matcha Party for any unconscionable commercial practice by such party, or for such party's negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact.

4.8 – No Warranties:

THE SITE, APPLICATIONS, OTHER SERVICES AND CONTENT ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. Whole Leaf Matcha, ON BEHALF OF ITSELF AND THE OTHER Whole Leaf Matcha PARTIES: (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE, APPLICATIONS, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE, APPLICATION OR SERVICES WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE, APPLICATIONS, CONTENT, OR SERVICES WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS REGARDING THE USE OF THE SITE, APPLICATION, SERVICES OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE, APPLICATIONS, SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN DISCRETION AND RISK.

THIS LIMITATION OF WARRANTIES IS A PART OF THE BARGAIN BETWEEN YOU AND Whole Leaf Matcha. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Whole Leaf Matcha OR ANY PERSON ON BEHALF OF Whole Leaf Matcha SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT THE Whole Leaf Matcha PARTIES’ WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

4.9 – No Liability:

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL THE Whole Leaf Matcha PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ECONOMIC DAMAGES ARISING FROM THE USE OF THE APPLICATIONS, SITE, OTHER SERVICES OR CONTENT, THE INABILITY TO USE THE APPLICATIONS, SITE OR OTHER SERVICES OR CONTENT, OR DEVICE FAILURE OR MALFUNCTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER ECONOMIC DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, OR LOST PROFITS, EVEN IF A Whole Leaf Matcha PARTY HAS BEEN’ ADVISED OF THE POSSIBILITY OF SUCH ECONOMIC DAMAGES,

THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.

IF, NOTWITHSTANDING THE FOREGOING, A Whole Leaf Matcha PARTY IS FOUND TO BE LIABLE FOR ANY ECONOMIC DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE, APPLICATIONS OR OTHER SERVICES, THE RELEVANT Whole Leaf Matcha PARTY’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID Whole Leaf Matcha FOR THE PRODUCTS OR MEMBERSHIP, AS APPLICABLE; OR (B) THE SUM OF ONE HUNDRED DOLLARS (US $100). THIS LIMITATION EXPRESSLY APPLIES ONLY TO ECONOMIC DAMAGES ARISING FROM THE USE OF THE APPLICATION, SITE, OTHER SERVICES OR CONTENT AND DOES NOT APPLY TO PERSONAL INJURY OR ANY INJURY CAUSED BY ALLEGED FRAUD.

4.10 – Intellectual Property:

Whole Leaf Matcha, Whole Leaf Matcha, the Whole Leaf Matcha logo, and other Whole Leaf Matcha trademarks, service marks, graphics and logos used in connection with the Applications and other Services are trademarks or registered trademarks of Whole Leaf Matcha or other companies of Whole Leaf Matcha (collectively “Whole Leaf Matcha Marks”). Other trademarks, service marks, graphics and logos used in connection with the Applications and other Services are the trademarks of their respective owners (collectively “Third-Party Marks”). The Whole Leaf Matcha Marks and Third-Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Whole Leaf Matcha or the applicable trademark holder. The Applications and the Content are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information only as authorized by Whole Leaf Matcha or the owner of the Content.

4.11 – Severability:

If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Failure of Whole Leaf Matcha to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.

4.12 – Modification of this Agreement:

Subject to Section 10.1(x) of this Agreement, Whole Leaf Matcha reserves the right to change or modify this Agreement or any other Whole Leaf Matcha terms, conditions, or policies related to use of the Applications or other Services at any time and at its sole discretion by posting revisions on the Site (http://www.wholeleafmatcha.com) or within the Applications. Continued use of the Applications, Site, or other Services following the posting of these changes or modifications will constitute the User’s acknowledgement and agreement to such changes or modifications. Only a specific, written waiver signed by an authorized representative of Whole Leaf Matcha shall have any legal effect as a waiver by Whole Leaf Matcha of any Terms of this Agreement.

4.13 – Third-Party Beneficiary:

User agrees that Whole Leaf Matcha’s service providers, licensors, or others involved in creating or providing the Applications or other Services are third party beneficiaries to this End-User Agreement and may rely upon the provisions of this End-User Agreement, including but not limited to, the provisions concerning Indemnification, No Warranties, and No Liability.

5 – PROPRIETARY RIGHTS

You hereby acknowledge and agree that Whole Leaf Matcha or its licensors own all legal right, title and interest in and to the Service and Content, including, without limitation, any and all intellectual property and other proprietary rights which subsist in the Services and Content, whether such rights are registered or unregistered, and wherever in the world those rights may exist.

Whole Leaf Matcha is a trademark of Whole Leaf Matcha in the United States. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in this Agreement, all information and screens appearing on the Services, including Content, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Whole Leaf Matcha, Copyright © 2016 Whole Leaf Matcha. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.


6 – PRODUCT/IDEA SUBMISSIONS

Whole Leaf Matcha and its personnel do not accept or consider unsolicited ideas, including, without limitation, ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas, original creative artwork, suggestions or other works (“Submissions”) in any form to Whole Leaf Matcha or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when any of Whole Leaf Matcha’s products, services or marketing strategies might seem similar to ideas submitted to Whole Leaf Matcha. If, despite our request that you not send us your ideas, you still submit them, then regardless of what your correspondence says, the following terms shall apply to your Submissions.

You agree that:

  • Any Submission (including its complete contents) by you to Whole Leaf Matcha will automatically become the property of Whole Leaf Matcha, without any compensation to you;
  • Whole Leaf Matcha may use or redistribute any Submission and its contents for any purpose and in any way, without any compensation to you;
  • Whole Leaf Matcha has no obligation to review any Submission; and
  • Whole Leaf Matcha has no obligation to keep any Submission confidential, and no confidential relationship may be established by or inferred from any such Submissions to, or the consideration of your Submissions by, Whole Leaf Matcha.

7 – THIRD PARTY SITES

7.1 – Third Party Web Sites

The Site may provide links to third party Sites that are not owned or controlled by Whole Leaf Matcha, including, without limitation, Facebook, Twitter and LinkedIn (“Third Party Sites”). We provide such links solely as a convenience to you. Whole Leaf Matcha does not review, approve, endorse, or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third Party Sites, or any results that may be obtained from using them. You should exercise common sense and your own judgment, and if you decide to access any Third Party Sites linked to the Site, you do so entirely at your own risk, and you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on the linked to Third Party Sites which may be different from this Agreement or our Privacy Policy, including, without limitation, such Third Party Sites’ password and account security policies and user-generated content posting and acceptable use policies.

8 – DISPUTE AND ARBITRATION; CLASS ACTION WAIVER; CHOICE OF LAW 10.1 – Arbitration Agreement; Class Waiver; Waiver of Trial by Jury.  Please read this Section ( “Arbitration Agreement” ) carefully. It is part of your contract with Whole Leaf Matcha and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

  • Informal Resolution. Most customer concerns can be resolved quickly and to a customer’s satisfaction by writing to our customer service department at  info@wholeleafmatcha.com. In the unlikely event that our customer service department is unable to resolve a complaint you may have to your satisfaction, the terms of this Section 10.1 govern dispute resolution between us.
  • Applicability of Arbitration Agreement. All claims and disputes in connection with the Agreement or the use of any product or service provided by Whole Leaf Matcha that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Whole Leaf Matcha, and to any of Whole Leaf Matcha's licensors, suppliers, dealers or third party vendors, subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement.
  • Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through the American Arbitration Association (“ AAA”), an established alternative dispute resolution provider (“ ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Arbitration Agreement (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. Any hearing will be held in a location within one hundred (100) miles of your residence, unless you reside outside of the United States (in which case hearing will be held in the capital of your country), and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  • Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Whole Leaf Matcha, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Whole Leaf Matcha.
  • Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Whole Leaf Matcha in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND Whole Leaf Matcha WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
  • Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court located in Los Angeles County, California.
  • 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Whole Leaf Matcha, Attn: Legal Department, Box 5481, La Mesa, California 91942 within 30 days of purchasing a Membership. If you send this notice, then the Arbitration Agreement will not apply to either party and you must litigate pursuant to subparagraph xii below. If you do not send this notice, then you agree to be bound by this Arbitration Agreement.
  • Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
  • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Whole Leaf Matcha.
  • Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Whole Leaf Matcha makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to the Whole Leaf Matcha.
  • Small Claims Court. Notwithstanding this section 10, either you or Whole Leaf Matcha may bring an individual action in small claims court.
  • Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court (except for actions brought in small claims court), the parties hereby agree to submit to the personal jurisdiction of the courts located in Los Angeles County, California for such purpose.

10.2 – Choice of Law

This Agreement is governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of California, without regard to its conflicts of laws rules. Foreign laws do not apply. If any provision of the Agreement is invalid under the law of a particular jurisdiction, that provision will not apply in that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.

11 – ELECTRONIC COMMUNICATIONS; GENERAL TERMS
11.1 – Electronic Communications

Whenever you visit our Site or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

11.2 – General Terms

Whole Leaf Matcha may issue a warning, temporarily suspend, indefinitely suspend or terminate any Customer’s right to use or access all or any part of the Site, Applications, or other Services including any account thereon, without notice, for any reason in Whole Leaf Matcha’s sole discretion, including without limitation breach of this Agreement, Whole Leaf Matcha’s belief that such access would violate any applicable law, rule or regulation or would be harmful to the interests of, or potentially cause financial loss or legal liability to Whole Leaf Matcha or another user of the Services. This Agreement and the Privacy Policy constitute the entire agreement between you and Whole Leaf Matcha regarding its subject matter. Whole Leaf Matcha will not be responsible for failures to fulfill any of its obligations due to causes beyond its control. The failure of Whole Leaf Matcha to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Subject to section 10.1.vi, if any part of this Agreement is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this Agreement, and the other parts will remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The parties shall at all times and for all purposes be deemed to be independent contractors and neither party nor its agents may bind the other party. The parties acknowledge and agree that this Agreement and all related documents that may be drawn up are only valid in the English language. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each indemnified Whole Leaf Matcha Party shall be a third party beneficiary hereunder. Whole Leaf Matcha may assign or transfer its rights, or delegate any performance, under this Agreement to a third party in its sole discretion. Customer may not assign or otherwise transfer its rights, or delegate its performance, under this Agreement to any third party without in each and every case, Whole Leaf Matcha’s express prior written consent. All terms which by their nature are intended to survive any termination of this Agreement, or any termination of your use of the Site, Applications, other Services, Content, Products or Memberships shall survive such termination.

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