Terms of Service Agreement

 

This Terms of Service Agreement (the “Agreement”) governs the use of the website located at ChillHit.com (the “Service”) provided by Wishnew, LLC, whose principal place of business is 2629 East Craig Rd, STE F, Las Vegas Nevada 89030(the “Company”), to any individual or business entity (hereinafter referred to singularly and collectively as “you” or possessively as “your”). 

Please read this Agreement carefully before accessing or using the Service. You must read, agree with and accept all of the terms and conditions contained in this Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before you are authorized to use any part of the Service. Your access to or use of the Service indicates that you have read, understood and expressly consented to this Agreement and accept all of its terms. Company is willing to license the Service to you only upon the condition that you accepts all the terms contained herein. 

If you do not accept all of the terms contained in this Agreement, you may not use the Service. 

Company does not provide the Service nor sell products to persons under eighteen (18) years of age. By accessing and using the Service or purchasing any products via the Service, you represent and warrant that you are at least eighteen (18) years of age. If you are under eighteen (18) years of age, you may only use the Service or buy products form Company with the lawful consent of your parent legal 

General 

Features, parameters or other portions of the Service, in whole or part, are subject to revision, modification or change at any time and without notice. Your use of the Service following any change or revision constitutes your acceptance of the terms and conditions of this Agreement as modified. 

By using the Service, you represent and warrant that you are legally entitled to enter this Agreement. By accessing and using the Service, you represent and warrant that neither you nor, if a business entity, your officers, directors, employees, agents or any associated third-parties are currently or have ever been a 

The Service is intended solely for your personal use and any commercial use is prohibited. You may not authorize others to use your account and may not assign or otherwise transfer your account to any third-party. You agree to comply with all applicable local, state, national and international laws and regulations. 

You may only access the Service using authorized means. It is your responsibility to ensure adequate access to the Internet and requisite capacity to use the Service. Further, it is your responsibility to ensure you have downloaded the correct version of applications necessary to use of the Service, if applicable. Company is not liable for incompatible connections, devices or applications or erroneous versions of software containing viruses or other harmful data or instructions. Company reserves the right to terminate this Agreement should you use the Service with an incompatible or unauthorized connection, device or application. 

CONTENT & INTELLECTUAL PROPERTY 

Company owns and retains sole and exclusive ownership in the Service and all associated intellectual property rights contained therein. Contingent on your compliance with, and subject to, the terms and conditions of this Agreement, Company grants you a limited, non-transferable, non-exclusive, non-assignable, revocable license to use the Service on any device that you own or control. The terms of the license granted to you herein will govern upgrades provided by Company that replace or supplement the Service, unless such upgrade is accompanied by a separate license in which case the terms of such license will govern. 

Company owns all right, title and interest, including without limitation, intellectual property rights, in the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale nor a license and does not convey any rights of ownership or license rights relating to the Service or any intellectual property rights owned by Company. The Company name, logo and product names associated with the Service are trademarks of Company and no right or license thereto is granted nor contemplated by this Agreement. 

By transmitting information or other data to the Service, you grant Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such content on, through or via the Service. Pursuant to such license, Company may feature user profiles in Company materials published and disseminated to other users and third-parties. 

You acknowledge and agree that you are solely responsible for any information you transmit to or make available through the Service. You represent and warrant that you are either the sole and exclusive owner of all such content or have all rights, licenses, consents and releases necessary to grant a license to Company to use such content and neither the content nor the posting, uploading, publication, submission, transmittal nor Company’s use thereof will infringe, misappropriate or violate any third-party’s patent, copyright, trademark, trade secret, moral, publicity, privacy or other rights or result in the violation of applicable laws or regulations. 

Company respects copyright law and will terminate, in its sole and absolute discretion, any accounts that infringe, or are believed to be infringing, the rights of copyright holders. Pursuant to the Digital Millennium Copyright Act (the 

REPRESENTATIONS & WARRANTIES 

You agree and warrant that you will not:                                                           

  • use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or exploit the Service;
  • use the Service for unlawful purposes or to send or store any data that is infringing, obscene, threatening, libelous, unlawful, tortious, harmful to children or in violation of privacy rights;
  • use the Service to engage in fraudulent activities or purposes; 
  • license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service available to third-parties; 
  • copy or distribute the Service or take any action that damages Company’s rights in the Service or any other asset; 
  • provide false information or identification evidence; 
  • imply or state, directly or indirectly, that you are affiliated with or endorsed by Company without express written permission; 
  • use the Service to impersonate another person; 
  • breach this Agreement or those you have entered into with third-parties; 
  • compete, directly or indirectly, with Company or solicit Company’s customers, other users of the Service or third-party affiliates for any commercial or non-commercial purpose; 
  • attempt to gain unauthorized access to the Service; 
  • send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; 
  • impair the proper operation of any network; 
  • bypass or circumvent any security, privacy or other measure implemented to prevent or limit access to the Service; 
  • reverse engineer the Service; 
  • harm or attempt to harm the Service, Company or third-parties; 
  • use any mechanism to mask your identity or location; 
  • cause to attempt to cause complaints, disputes, claims, chargebacks, fees, penalties or other liability; 
  • copy ideas or features of the Service; 
  • launch an automated program or script, including without limitation, spiders, crawlers, robots, bots, ants, indexers, viruses, worms or any program which make multiple server requests or unduly burden the operation of the Service; 
  • create "links" to the Service, "frame" or "mirror" any part thereof on any server, wireless or Internet device; 
  • interfere with or disrupt the integrity or performance of the Service or data contained therein; 
  • use the Service for speculative, false, fraudulent or other unauthorized purposes not expressly permitted herein; nor 
  • take any action that creates, causes or results in excessive demand on Company’s servers, network or the Service. 

Any of the foregoing is a violation of Company’s valuable and proprietary rights that may subject you to prosecution and civil damages. Company will fully investigate and prosecute any such actions to the fullest extent of the law and may involve and cooperate with law enforcement authorities. 

COMMUNICATIONS

Communications sent to you by Company are designed to make your experience more efficient. By accepting the terms of this Agreement, you explicitly consent to receive communications initiated by Company, including without limitation, notifications, communications informing you about potential services, promotions and new or existing features. Standard text messaging rates charged by your mobile phone carrier may apply to text messages sent by Company, if applicable. If you change your mobile carrier, notifications and communications may be deactivated for your account and you will be required to reauthorize your new mobile phone number for such messages. Company reserves the right to cancel notifications and communications at any time without notice. 

Company may give notice concerning the Service or any products, services, updates or revisions via the Service, email or written communication sent by pre-paid mail 

PRODUCT INFORMATION 

Some products available via the Service may be available from selected retailers in the United States, Canada, the European Union, and in other foreign markets only while supplies last. In some cases, merchandise offered for sale via the Service may not be available in all locations or in retail stores. All prices are in United States Dollars. 

In the event that a product is displayed for sale with an incorrect price, Company reserves the right to refuse or cancel any orders placed for such incorrectly priced product without notice. Company reserves the right to refuse or cancel any such orders irrespective of order confirmation or credit card payment or authorization. If such payment or authorization has been made prior to cancellation, Company will issue a credit to your credit card account for any such payment or authorization within a reasonable time following order cancellation.

 USER INFORMATION

Comments & Reviews

All comments and reviews will be reviewed by Company prior to publication. You agree not to post any personally-identifying information or inappropriate language or audiovisual materials and be professional in all such comments and reviews.

Compliance with Applicable Law & Resale Sales

You agree to comply with applicable laws that relate to the Service, products purchased via the Service or this Agreement. You agree and represent that you are buying for your own personal use only and not for resale, export or re-export, unless you are selected, in Company’s sole and absolute discretion, to participate in Company’s wholesale distribution partnership program.

In the event you are selected to participate in Company’s whole distribution partnership program, you agree to fully comply with all applicable export laws and regulations to ensure neither the Service, technical data related thereto nor product thereof is exported or re-exported, directly or indirectly, in violation of or used for any purpose prohibited by such laws and regulations.

Links to Other Websites & Services

As part of the functionality of the Service, you may be able access and use third-party services and websites (each a “Third-Party Service” and, collectively, the “Third-Party Services”). Unless otherwise specified herein, any information or data you provide to or store with any Third-Party Service is beyond Company’s control.

Company makes no effort to review Third-Party Services or contractual agreements you execute therewith for any purpose, including without limitation, accuracy, legality or non-infringement.

Your relationship with Third-Party Services is governed solely and exclusively by the applicable agreement between you and the respective Third-Party. Company is not responsible in any way for your interaction with any third-party or Third-Party Service.

Participation Disclaimer

You acknowledge that Company has no obligation to monitor your access to or use of the Service or to review or edit any information or other data available made available via the Service, including without limitation user generated content, reviews and messages, but has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement or to comply with applicable law or the order of a court, administrative agency or other governmental body. Company reserves the right to remove or disable access, at any time and without notice, to any information that Company deems to be in violation of this Agreement or otherwise harmful to the Service or third-parties. You acknowledge that, in all matters, Company is merely acting as a passive conduit and is not undertaking any obligation or liability relating to any content available on or via the Service.

 

DISCLAIMER OF WARRANTIES

COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY, COMPLETENESS OR AVAILABILITY OF THE SERVICE NOR ANY PRODUCTS OR SERVICES OFFERED OR MADE AVAILABLE BY THIRD-PARTIES VIA THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE OR ANY THIRD-PARTY PRODUCTS OR SERVICES REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

COMPANY DOES NOT REPRESENT OR WARRANT THAT:

 

  • USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR OPERATE WITH OTHER SYSTEMS, APPLICATIONS OR DATA;
  • ANY STORED DATA WILL BE ACCURATE OR RELIABLE;
  • THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED VIA THE SERVICE WILL MEET REQUIREMENTS OR EXPECTATIONS;
  • ERRORS IN THE SERVICE WILL BE CORRECTED; NOR

 THE SERVICE, EQUIPMENT OR SERVER THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF USABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR DAMAGES RESULTING THEREFROM.

LIMITATION OF LIABILITY

IN NO EVENT WILL COMPANY BE LIABLE TO ANYONE FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER LOSS OF ECONOMIC ADVANTAGE OR BENEFITS. COMPANY WILL NOT BE LIABLE FOR ANY LOSS, CLAIM, DAMAGES OR INJURIES WHICH MAY BE INCURRED DUE TO USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION DAMAGES OR INJURIES ARISING OUT OF OR RELATING TO THE SERVICE, PRODUCTS OR SERVICES AVAILABLE VIA THE SERVICE, USE OR INABILITY TO USE THE SERVICE, YOUR COMMUNICATIONS, ACTIVITIES OR INTERACTIONS WITH OTHER USERS OF THE SERVICE OR THIRD-PARTIES WITH WHOM YOU MAY MEET IN PUBLIC OR PRIVATELY, RELIANCE ON COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING OR INFORMATION CONTAINED WITHIN THE SERVICE OR RESULTING FROM ANY RELATIONSHIP WITH THIRD-PARTY SERVICES, PRODUCTS, ADVERTISERS OR SPONSORS, EVEN IF COMPANY OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY MAY INTRODUCE YOU TO THIRD-PARTIES FOR PURPOSES OF MARKETING, ADVERTISING OR PROVIDING ACCESS TO THIRD-PARTY SERVICES. COMPANY WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD-PARTY OR THIRD-PARTY SERVICE AND YOU HEREBY EXPRESSLY WAIVE, RELEASE AND FOREVER DISCHARGE COMPANY FROM ALL LIABILITY, CLAIMS, DAMAGES AND INJURIES ARISING OUT OF OR RELATING TO THE SERVICE, THIRD-PARTIES AND THIRD-PARTY SERVICES. YOU ACKNOWLEDGE THAT THIRD-PARTIES AND THIRD-PARTY SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. COMPANY WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES, LITIGATION, MEDIATION OR ARBITRATION BETWEEN YOU AND THIRD-PARTIES OR THIRD-PARTY SERVICES AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THIRD-PARTIES OR THIRD-PARTY SERVICES. RESPONSIBILITY FOR DECISIONS YOU MAKE REGARDING THE SERVICE, THIRD-PARTIES OR THIRD-PARTY SERVICES RESTS SOLELY WITH YOU. COMPANY WILL NOT ASSESS THE LEGALITY, LIABILITY OR ABILITY OF THIRD-PARTIES OR THIRD-PARTY SERVICES RESULTING FROM ANY NEGLIGENCE, CLAIMED OR OTHERWISE, NOR ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF THIRD-PARTIES OR THIRD-PARTY SERVICES TO PAY DAMAGES RESULTING THEREFROM.

YOU HEREBY EXPRESSLY WAIVE, RELEASE AND FOREVER DISCHARGE COMPANY FROM ALL LIABILITY, CLAIMS, CAUSES OF ACTION, DAMAGES AND INJURIES ARISING OUT OF OR RELATING TO COMPANY’S PRODUCTS, SERVICES, THE SERVICE, USE OF THE SERVICE, THIRD-PARTIES OR THIRD-PARTY SERVICES INTRODUCED TO YOU VIA THE SERVICE OR BY COMPANY. YOU EXPRESSLY WAIVE AND RELEASE ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW), WHICH READS AS FOLLOWS:

QUALITY OF SERVICE IS THE SOLE RESPONSIBILITY OF THE PARTY THAT PROVIDES THE SERVICE. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN RISK.

COMPANY DOES NOT CONDUCT BACKGROUND CHECKS ON USERS OF THE SERVICE AND CANNOY GUARANTEE YOUR SAFETY IF YOU MEET OR INTERACT WITH OTHER USERS OR THIRD-PARTIES, EVEN THOSE MEETINGS OR INTERACTIONS ARISING OUT OF OR RESULTING FROM YOUR USE OF THE SERVICE. YOU ARE RESPONSIBLE FOR YOUR OWN SAFETY WHEN USING THE SERVICE AND YOUR PUBLIC OR PRIVATE COMMUNICATIONS, CONTACT, ACTIVITIES, MEETINGS OR INTERACTIONS WITH OTHER USERS OR THIRD-PARTIES.

ERRORS & OMISSIONS

From time to time there may be information on the Service that contains typographical errors, inaccuracies or omissions that relate to product description, features, pricing or availability. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice, including after you have submitted an order. Company apologizes for any inconvenience this may cause. If you are not completely satisfied with your purchase, please refer to Company’s Return Policy, which is available at in the Terms of Service .

INDEMNIFICATION

You will defend, indemnify and hold Company, its officers, directors, employees, agents and any associated third-parties harmless for any losses, costs, liabilities and expenses, including reasonable attorney fees, arising out of or relating to your access to or use of the Service, including without limitation:

  • your breach of this Agreement;
  • your violation of any law or the rights of any third-party;
  • any allegation that any materials that you submit to Company or transmit via the Service infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third-party; and
  • any other activities in connection with your use of the Service.

The foregoing indemnity will be applicable without regard to the negligence of any party, including any indemnified person, Company or third-parties with whom Company does business.

Privacy

Company values the privacy of its users and has developed a privacy policy (the “Privacy Policy”) to inform you of Company’s policies relating to personal information and privacy. The terms and conditions of Company’s Privacy Policy are hereby incorporated into this Agreement by reference as if they were fully set forth herein.

Company’s current Privacy Policy is available at https://chillhit.myshopify.com/pages/privacy-policy .

 

DISPUTE RESOLUTION

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof (collectively, the “Disputes”) will be settled by binding arbitration in Los Angeles, California, except that Company retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of Company’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

You waive the right to participate as a plaintiff in any purported class action or representative proceeding or trial by jury. An arbitrator operating pursuant to this provision may not preside over any form of class action or representative proceeding. The provision and requirement that Disputes be settled by binding arbitration will survive termination or expiration.

 

SHIPPING

 Company ships products via carriers and fulfillment centers both domestically and internationally. If you require customized shipping or other specialized assistance, please contact Company via email to inquire. Shipping dates are estimates based on the best information available to Company by the respective shipping carrier and Company cannot guarantee any such dates or estimates. Tracking of shipped packages will be provided when the respective shipping carrier offers tracking services. You are responsible for attending to delivery of packages and the risk of loss, and title to merchandise, passes to you when Company delivers the package to the respective shipping carrier for delivery.

International Orders

International customers will be responsible for paying applicable customs fee or import taxes. Packages may be held at the applicable customs office or clearing agency for pick up if additional fees, taxes or duties must be collected.

Undelivered or Returned Packages

You are solely and exclusively responsible for shipping charges attributable to incorrect shipping information, undeliverable addresses or other difficulties in delivery attributable to information that Company has received form you concerning shipping.

 

MISCELLANEOUS PROVISIONS

 

Unless otherwise specified, Company’s products are offered for sale solely in the United States and select foreign markets. This Service is controlled and operated by Company from its offices in San Diego, California.

All products are intended for legal purposes. Company does not encourage nor promote unauthorized or illegal use of any product.  You assume full liability and responsibility for the use of any product. Logos, trademarks, names, keywords and branding are not descriptions of use. Returns must be made within fourteen (14) days of receipt. Products cannot be returned if used or opened. Refunds will only be given as store credit unless otherwise discussed and determined.

 No joint venture, partnership, employment or agency relationship exists between you, Company or any third-party as a result of this Agreement or your use of the Service. If any provision of this Agreement is held invalid or unenforceable, such provision will be stricken from the text and the remaining provisions will be enforced to the fullest extent of applicable law. The failure of Company to enforce any right or provision herein will not constitute a waiver of such right or provision unless explicitly acknowledged and agreed to by Company in writing. Company will not be liable for delay or failure in its performance or any damages suffered by you due to such delay or failure, caused by or resulting from, directly or indirectly, natural acts or events beyond Company’s control. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, regarding the subject matter hereof. The laws of California will govern this Agreement and Disputes arising hereunder will be adjudicated in the courts therein.

 

EFFECTIVE DATE: 5/17/2017

 

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