SECTION 1 - CHANGES
We may, at any time and without liability, suspend, modify, or discontinue all or part of the Services (including access to the Site via any third-party links). We encourage you to check our Site periodically for the most current Service offerings. Similarly, we may update the Content, including descriptions and specifications about Products or Services, and we reserve the right to remove any Content (as described below) at any time, for any reason (including, but not limited to, if someone alleges you contributed Content in violation of these Terms), in our sole discretion, and without notice. Jersey Exchange will have no liability for any change in the Services, or any suspension or termination of your access to Services.
We also reserve the right to change these Terms at any time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the Site. The “Last Updated” legend above indicates when these Terms were last changed. At our discretion, we may also notify you of certain changes by sending you an email to the email address associated with your Account. You are responsible for providing us with your current email address when you create an Account, and, if your email address changes, for updating your Account information to reflect your new email address. Your continued use of the Services, including by renting or purchasing Products (as defined below) from us, following any changes to these Terms will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms. Any changes to the Terms will not apply to any dispute between you and us that arises prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. If you don’t agree with the new Terms, you may no longer access or use the Services.
SECTION 2 - PRIVACY
SECTION 3 – FREQUENTLY ASKED QUESTIONS
Please also refer to our online FAQ for general information regarding our Services.
SECTION 4 – OUR SERVICES
4.1 ACCESSING OUR SERVICES
As noted above, you must be 13 years or older to access or use the Services. To use the Services, you may be required to sign up for an account (your “Account”), select a password and username (your “Jersey Exchange User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and up-to-date information, and to maintain and update such information. You may not select as your Jersey Exchange User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. We may reject, or require that you change, any Jersey Exchange User ID, password or other information that you provide to us in registering for an Account. You may not transfer your Account to anyone else without our prior written permission. You may only register one Account per Paid Service (as defined below).
Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services operated by third parties (each, a “Third Party Account”), such as those offered by Google and Facebook. By using the Services through a Third Party Account, you authorize us to access information from such Third Party Account for use in connection with the Services.
You may only use the Services and Products made available to you for your own personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services or Products is prohibited by these Terms or any Additional Terms or applicable laws, then you are not authorized to use the Services or Products. You are solely responsible for any use by you of any Services or Products in violation of these Terms, any Additional Terms, or applicable law.
You may not share your Account (including your Jersey Exchange User ID or password) with anyone, and you must protect the security of your Account (including your Jersey Exchange User ID and password) and any other access tools or credentials. You’re solely responsible for any activity associated with your Account, including all charges incurred from use of the Services with your Account.
We may, for any reason, limit or restrict your access to or use of the Services, including, but not limited to, refusing to fulfill any order that you place with us or restricting orders placed under a single customer Account, payment card, or billing or shipping address. We reserve the right to limit, cancel, or prohibit any use of the Services for any reason in our sole discretion, including but not limited to availability and geographic concerns, or if we determine or suspect that you are using the Services for fraudulent or commercial purposes or for any other purposes in violation of these Terms or any Additional Terms.
4.2 COST OF THE SERVICES
We may charge you to access and use certain parts of the Services (the “Paid Services”). We reserve the right to modify or waive fees required to use certain parts of the Services. You are solely responsible for: (i) the fee for any Paid Services that you order and that are not cancelled in accordance with our cancellation policy, (ii) the price of any Products that are not returned in accordance with our policies, and (iii) any late fees accrued by you due to late or lost items.
For more information about our Services, including pricing and fees and cancellation policies, please see our FAQ . PLEASE NOTE THAT ANY PRICING, FEES, AND PAYMENT TERMS PRESENTED TO YOU IN THE PROCESS OF USING OR SIGNING UP FOR A PAID SERVICE ARE DEEMED PART OF THESE TERMS.
4.3 MEMBERSHIP SERVICES
If you purchase a Membership Service, the subscription fee (“Subscription Fee”) will be the then-current applicable subscription rate (including all applicable taxes and fees) listed on the Membership Service on the date that you sign up for such Membership Service; provided that, if your Membership Service is based on a promotional rate, you will be charged a fee equal to the promotional rate for the duration of the promotion, and, after the expiration of the applicable promotion, you will be charged the applicable rate on a recurring monthly basis. For information on the applicable fees, including any applicable discounts and rental coverage charges listed during the check-out process.
If you purchase a Product through the Services, the purchase price for such Product (“Purchase Price”) will be equal to the purchase fee and delivery charges listed on the Service for the applicable Product at the time of purchase. Jersey Exchange, at its discretion and without notice, reserves the right to alter the price of a Product, the amount or availability of any discount, or the availability of any particular item. You hereby authorize us (or our third-party payment processor) to charge your Payment Method (as defined below) for the Purchase Price when you purchase Products. We will charge your Payment Method the amount of the Purchase Price immediately upon your purchase order. We do not make, and expressly disclaim, any warranties of any kind with respect to any Product that you purchase, and such Product is provided on an “AS IS” basis.
4.5 LATE FEES
We charge late fees if you do not return one or more Products (other than Products that you purchase) by the Product Return Date. The late fee you are charged depends on the Service you selected to purchase. If you purchase a Membership Service and do not return one or more Products (other than Products that you purchase) by the Product Return Date (see the “Returns, Extensions, Shipping, and Lost Items” section below), you hereby authorize us (or our third-party payment processor) to charge your Payment Method non-refundable late fees for the days that we do not receive every Product that comprises such order, up to the full retail value of the Products not returned to us (for each Product, the “Retail Value”) plus applicable sales tax. If you purchase a One-Time Rental Service and do not return one or more Products (other than the Products that you purchase) by the Product Return Date, you hereby authorize us (or our third-party payment processor) to charge your Payment Method non-refundable late fees to extend your One-Time Rental Service for an additional seven days (the “First Extension Period”). If by the end of the First Extension Period you still do not return one or more Products (other than the Products that you purchase), you hereby authorize us (or our third-party payment processor) to charge your Payment Method non-refundable late fees to extend your One-Time Rental Service for an additional seven days (the “Second Extension Period”). If by the end of the Second Extension Period you still do not return one or more Products (other than the Products that you purchase), you hereby authorize us (or our third-party payment processor) to charge your Payment Method non-refundable late fees up to the full Retail Value of the Products not returned to us plus applicable sales tax. Jersey Exchange will make reasonable best efforts to ensure you are never charged more than the full Retail Value for any Products that you do not return to us. Please see our FAQ for the applicable Product Return Dates and the current late fees charged if a Product is not returned.
If you are charged by Jersey Exchange, and pay the full Retail Value of a Product pursuant to this “Late Fees” section and as described in the corresponding FAQ Section(s), you are permitted to retain the Product; however, we do not make, and expressly disclaim, any warranties of any kind with respect to the Product, and the Product is provided to you on an “AS IS” basis. For the avoidance of doubt, this “Late Fees” section shall not apply to the Rental Fee, or fees paid or payable by you for the non-return of Return Packaging (as defined below), each of which will be charged separately from, and in addition to, any late fees. You may not Cancel or Pause your Membership Services or One-Time Rental Service and simultaneously return the Product(s) purchased according to the such Services in order to avoid incurring any late fees charged pursuant to this Section. Payment of any late fees does not excuse your breach of these Terms.
4.6 JERSEY EXCHANGE PACKAGING
With the delivery of a Product, Jersey Exchange may provide you with pre-paid, pre-addressed packaging that you can use to return the Product (“Return Packaging”), as well as instructions for returning the Product to Jersey Exchange. You may not keep, sell, or transfer (other than to us) any Jersey Exchange-branded packaging (“Jersey Exchange Packaging”) that we provide to you. If the Jersey Exchange Packaging is not returned prior to the earlier of (i) sixty (60) days after the return of the associated Product or (ii) the termination, cancellation, or expiration of your Account or Paid Services, you hereby authorize us (or our third-party payment processor) to charge your Payment Method a non-refundable non-return fee for each accessory box that is not returned to us. After we charge your Payment Method for the Jersey Exchange Packaging that you did not return, you are permitted to retain such Jersey Exchange Packaging; however, we do not make, and expressly disclaim, any warranties of any kind with respect to such Jersey Exchange Packaging, and the Jersey Exchange Packaging is provided to you on an “AS IS” basis.
SECTION 5 – OUR PRODUCTS AND SERVICES
5.1 USE OF THE PRODUCTS
You agree to treat the Products with great care. The rental coverage provided by us covers normal wear and tear, but you are responsible for any loss, destruction, or damage to the Products for any reason, including but not limited to theft, loss, mysterious disappearance, fire, major stains, or any other cause. “Normal wear and tear” means fraying, minor rips, missing ornaments or stickers, stuck zippers, or other minor damage that is covered by the rental coverage. “Normal wear and tear” DOES NOT mean rips, stains, damage and/or removal of anything sewn on the Product, or other Damage to the Product that we deem in our reasonable discretion to be beyond the scope of “normal wear and tear.” If you return a Product that is damaged beyond normal wear and tear, then you hereby authorize us (or our third-party payment processor) to charge your Payment Method for the price for repairing or replacing the Product, as determined in our discretion, up to the full Retail Value for the Product.
5.2 PRODUCT AND SERVICE DESCRIPTIONS
We may, in our sole discretion, provide listings, descriptions, or images of Products that are available on the Services, as well as references and links to Products, but we do not warrant that the Product listings, descriptions, or images are accurate, complete, reliable, current, or error-free, or that any Products will be available, even if noted as so on our Services. Such information and the availability of any Product are subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors, however the actual colors you see will depend on your computer system, and we cannot guarantee that your computer (including a smart phone or similar device) will accurately display such colors. The prices displayed for Products and Services are quoted in U.S. dollars, unless otherwise indicated. If the actual price of such a Product is higher than our stated price, or if the Product is no longer available, we will contact you for instructions before shipping or cancel your order and notify you of such cancellation. The availability through the Services of any listing, description, or image of a Product does not imply our endorsement of such Product or affiliation with the provider of such Product.
You must provide us with accurate shipping information, so that we can timely deliver Products to you. You are responsible for providing us with accurate shipping information for deliveries and for keeping the shipping information for your Account up-to-date. If you provide us with a shipping address that is invalid or where you cannot securely accept Products upon delivery, or if you do not keep your shipping information up-to-date, you are solely responsible for any resulting loss, theft, or damage to the Products. Following delivery to the designated address, as between you and us, you will be solely responsible for the condition of each Product until you return such Product (including while they are in transit). We reserve the right to reject, cancel, or prohibit any rentals or sales of Products for any reason.
5.4 RETURNS, EXTENSIONS, SHIPPING, AND LOST ITEMS
You agree to return each rented Product (other than Products that you purchase) to Jersey Exchange by the return date for such Product identified in your online account and/or the applicable invoice for your order or as otherwise set forth in these Terms (the “Product Return Date”). We may, but are not required to, permit you to extend your order for a Product (including by contacting us), subject to prepayment of any additional fees applicable to that Product for the period of time of the extension.
We are not responsible for any personal or other items left in the Products or which are returned to Jersey Exchange in the Return Packaging. We may, but are not required to, assist you in attempting to locate such items at your request, and we assume no responsibility or liability if we attempt to locate such items.
If you use the Return Packaging that we provide, you must use the shipping carrier specified on the pre-paid shipping label included with the Return Packaging. Jersey Exchange will not be responsible for loss, theft, or damage to Products that are shipped back to us using any carrier other than the carrier that is specified on our Return Packaging, or for any fees or expenses that you incur due to delays in Jersey Exchange receiving the Product. Jersey Exchange does not ship Products outside of the United States, and you may not return Products to us from outside of the United States without our prior written permission.
In the event that you lose or damage the Return Packaging that we provide, you will be responsible for returning the Product to us in your own packaging, at your own expense. Furthermore, you acknowledge that using any packaging or shipping carriers other than our Return Packaging and the carrier specified thereon may result in delivery delays and additional delivery fees for which Jersey Exchange will not be liable. You will be solely liable for all such delays and additional delivery fees.
SECTION 6 – BILLING AND PAYMENTS
6.1 HOW PAYMENTS WORK
When you place a rental order for a Product, you hereby authorize Jersey Exchange to charge your payment card or other payment instrument (“Payment Method”) for the rental fee. You must ensure that at all times your Payment Method is valid and up-to-date. You are responsible for providing complete and accurate billing and contact information to Jersey Exchange and notifying Jersey Exchange of any changes to such information. Jersey Exchange will charge your Payment Method the amount of the rental fee immediately upon your rental order. In addition, at the time of your rental order for a Product, you hereby authorize Jersey Exchange to charge your Payment Method for an amount up to the Retail Value of the Product set forth on the applicable Service plus applicable sales taxes; provided that Jersey Exchange will only charge your Payment Method for an amount that is greater than the rental fee as described below and in the Cost of Services section above. Rental fees exclude all federal, state, and local taxes, goods and service tax, fees, customs, duties, levies, and other governmental assessments, all of which shall be paid by you directly or, if paid by Jersey Exchange, shall be paid by you to Jersey Exchange in connection with your rental order.
We use a third-party payment processor (the “Payment Processor”) to bill you for any Paid Services through a payment account linked to your account (your “Billing Account”). By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen Payment Method. You agree to make payment using that selected Payment Method, but if the Payment Processor is not able to charge your preferred Payment Method, you authorize us to use any Payment Method stored on record for your Billing Account. We reserve the right to suspend or cancel a rental order or terminate your access to the Services in the event that we are unable to successfully charge the provided Payment Method. We are not responsible for errors by the Payment Processor, and we reserve the right to correct any errors or mistakes that we or the Payment Processor make(s) even if we have or our Payment Processor has already requested or received payment. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
6.2 HOW RECURRING BILLING AND AUTO-RENEWAL WORK
Some of the Paid Services are offered as a subscription that may consist of an initial period, for which there will be an initial charge, followed by recurring period charges as agreed to by you (“Membership Services”). If you choose a Membership Service, your Payment Method will be charged the then-current applicable rate (including all applicable taxes and fees) on the date that you sign up for such Membership Service. This date is your “Billing Date.” The applicable fee will automatically renew, meaning your Payment Method will be automatically charged the then-current applicable rate for the Membership Service during each subsequent month until you Pause or Cancel (each as defined below) the Membership Service or terminate your Account. Recurring charges will occur on a going-forward basis each month on or about the same date as your Billing Date (however, if your Billing Date does not exist in a given month, you will be billed on or around the last day of that month). The period between your Billing Dates is referred to as a “Billing Period.” As of your first Billing Date, the Membership Services are available to you, subject to these Terms. Your Account will remain active and you will remain eligible to participate in the Membership Services for subsequent Billing Periods after we successfully receive your payment for each applicable Billing Date. If you do not want to continue to be charged on a recurring monthly basis, you must Cancel or Pause the applicable Membership Service or terminate your Account before the end of the then-current Billing Period.
By choosing a recurring Membership Service, you acknowledge that such Paid Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR CANCELLED OR PAUSED THE SERVICES OR YOUR ACCOUNT. Such notice will not affect charges that have already been submitted or are in process.
6.3 INFORMATION PROVIDED BY CUSTOMERS
You must provide current, complete, and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date). If your Payment Method is canceled for any reason (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your User ID or password, you must promptly notify us and update your Payment Method. Changes to such information can be made in your account settings. IF YOU FAIL TO PROVIDE ANY OF THE REQUIRED INFORMATION OR KEEP SUCH INFORMATION UP-TO-DATE, YOU AGREE AND ACKNOWLEDGE THAT WE MAY CONTINUE CHARGING YOU USING ANY PAYMENT METHOD YOU HAVE ON RECORD, FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT, UNLESS YOU HAVE CANCELLED OR PAUSED YOUR PAID SERVICES OR TERMINATED YOUR ACCOUNT IN ACCORDANCE WITH THESE TERMS.
6.4 PAYMENT AUTHORIZATION
If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state taxes), we shall provide notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each Billing Period.
Your non-termination or continued use of a Membership Service reaffirms that we (and/or our Payment Processor) are authorized to charge your Payment Method for that Membership Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Membership Service.
SECTION 7 – PAUSING AND CANCELLING SERVICES
7.1 HOW TO PAUSE A MEMBERSHIP SERVICE
We may, but are not obligated to, permit you to put your Membership Service on hold for one or more Billing Periods (a “Pause”). If you wish to Pause your Membership Service without items, you must return each Product still in your possession by your next Billing Date, in accordance with these Terms, for the Pause to go into effect. If you choose to Pause your Membership Service without items, but you do not return each Product in your possession prior to your next Billing Date, your Membership Service will not be Paused and you may continue to be charged your monthly Membership Service fee, unless otherwise noted in the relevant FAQ . If you wish to Pause your Membership Service with items, you may keep the number of Products still in your possession that correspond to your Pause with items Membership Service in accordance with these Terms.
Once Paused, we will provide notice to you on or before the date that your Membership Service reactivates. You can reactivate your Membership Service during a Pause at any time prior to the set date of reactivation, and that the date on which you manually reactivate your Membership Service will become your new Billing Date. Please see our FAQ for more information regarding Pauses (including how to initiate a Pause or reactivate your Membership Service).
7.2 HOW TO CANCEL YOUR ACCOUNT OR A MEMBERSHIP SERVICE
You may terminate your Account or your Membership Service (“Cancel”) at any time. If you Cancel your Membership Service, you may use the Membership Service until the end of your then-current Billing Period and your membership will not be renewed after the expiration of your then-current Billing Period. You must return all Products in your possession in accordance with these Terms no later than the expiration of your then-current Billing Period or the return date in the applicable online invoice (whichever is earlier) to avoid incurring additional charges, including late fees. Please see our FAQ for more information regarding how to Cancel your Account or your Membership Service, and applicable late fees.
Please note that you will not receive any refunds for amounts already paid for the Membership Services, and you will still be responsible for payment of any fees or charges (including, without limitation, all Rental Fees) incurred by you prior to termination of your Membership Service. Membership Services cannot be terminated before the end of the Billing Period for which you have already paid, and except as expressly provided in these terms, Jersey Exchange will not refund any fees that you have already paid.
Jersey Exchange is also free to suspend, limit, or terminate your access to or use of the Services or your Account, for any reason in our discretion, including your breach of these Terms.
The following provisions survive expiration or termination of these Terms (or your Account): “Changes,” “Late Fees,” “Jersey Exchange Packaging,” “Returns, Extensions, Shipping and Lost Items,” “Your Content,” “Use Restrictions,” “Use of your Content,” “Limitation of Liability,” “Disclaimer of Warranties,” “Indemnity,” “Assignment,” “Choice of Law,” “Arbitration Agreement,” “Taxes,” “Waiver; Severability,” and “Entire Agreement.”
7.3 FREE TRIALS AND PROMOTIONS
Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. At the end of your free trial or promotion, you will be signed up to use the applicable Paid Service and charged in accordance with these Terms, unless you Cancel the Paid Service in accordance with these Terms. Please note that any payment terms presented to you in the process of using or signing up for a free trial or other promotion are deemed part of these Terms.
SECTION 8 – OWNERSHIP AND USE OF INTELLECTUAL PROPERTY
8.1 OUR CONTENT
We and/or our suppliers and licensors own the Products and Services (including related software, code, data, and information relating thereto), and proprietary methods and systems used to provide the Services (collectively, “Our Property”), the materials, text, graphics, data, articles, photos, images, illustrations, information, and other content made available or displayed by us through the Services (collectively, “Our Materials”), and certain of the trademarks, service marks, names, and logos, including, but not limited to, JERSEY EXCHANGE (“Marks,” and together with Our Property and Our Materials, collectively, “Content”). You agree and acknowledge that the Content is: (i) protected by copyrights, (ii) subject to other intellectual property and proprietary rights and laws, and (iii) owned by us or our suppliers and licensors. Except as expressly permitted in these Terms, Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, redistributed, or otherwise used in any way without our prior written permission and the prior written permission of our applicable licensors.
Subject to these Terms, and solely for so long as you are permitted to use the Services, we grant to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited right and license to (a) install, access, and use our App on any single, compatible, personal device that you own or control, and (ii) access and use the other aspects of the Services, in each case solely for your own personal, noncommercial use. The App is licensed (not sold) to you. If you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the App and remove (that is, uninstall and delete) the App from your mobile device. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in or attached to any Content, and that you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Content. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in these Terms), create derivative works based on, or otherwise exploit any of the Content or Services. You may not use our trade names, trademarks, service marks, or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks, or logos without the express prior written consent of the owner.
8.2 YOUR CONTENT
Anything that you post, upload, share, store, provide, or otherwise make available through the Services is a “User Submission.” In addition, anything that you post, upload, share, store, provide, or otherwise make available on social media which contains Our Property or Our Materials is a “User Submission.” We do not guarantee any confidentiality with respect to your User Submissions, and they may be viewable by others. You are solely responsible for all User Submissions that you submit or otherwise provide. You represent that (a) all of your User Submissions are accurate, complete, up-to-date, and in compliance with these Terms and all applicable laws, rules, and regulations, and (b) you own or have the necessary rights, licenses, consents, and permissions, without the need for any permission from or payment to any other person or entity, to exploit and to authorize us to exploit your User Submissions in all manners contemplated by these Terms. You waive all moral rights in User Submissions which may be available to you in any part of the world and confirm that no such rights have been asserted. No User Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any User Submissions.
In addition, if you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Services or otherwise, such Feedback will be deemed a User Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Jersey Exchange under any fiduciary or other obligation.
You hereby grant to Jersey Exchange and our affiliates a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable (through multiple tiers), and transferable (in whole or part) worldwide license to use, edit, truncate, aggregate, reproduce, transmit, display, exhibit, distribute, prepare, index, comment on, modify, create derivative works of, display, perform, and otherwise fully exploit User Submissions in connection the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting, marketing, advertising, and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats (whether now existing or hereafter created or discovered) and through any media channels, whether now existing or hereafter created or discovered (including, without limitation, third-party websites and feeds).
8.3 USE RESTRICTIONS
You represent, warrant, and agree that you will not post, upload, share, store, provide, or otherwise make available any User Submission, otherwise access or use the Content, Products or Services or interact with the Services in a manner that:
Infringes, misappropriates, or otherwise violates the intellectual property rights or any other rights of anyone else (including Jersey Exchange);
Violates any law, rules, or regulation, including, without limitation, any applicable export control laws or privacy laws;
Is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, tortious, obscene, indecent, pornographic, vulgar, unlawful, hateful, or threatening to any group defined by race, religion, gender, national origin, or sexual orientation or otherwise offensive or objectionable, or is for any commercial purpose or is used for any purpose not reasonably intended by Jersey Exchange;
Jeopardizes the security of your or any other Jersey Exchange user’s Account (such as by allowing someone else to log in to your Account);
Attempts, in any manner, to obtain the Jersey Exchange User ID, password, Account, or other security information of or from any other Jersey Exchange user or impersonates any other person, including but not limited to a Jersey Exchange representative;
Violates the security of any computer network, or cracks any passwords or security mechanisms or encryption codes, or introduces viruses, worms, Trojan horses, spyware, or other computer code, file, or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
Runs a “Maillist,” “Listserv,” any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
Restricts or prohibits any other person from using the Services;
Frames or mirrors any portion of the Services, or otherwise incorporates any portion of the Services into any product or service, without our express prior written consent;
Removes or obscures any copyright, trademark, or other proprietary notice from the Services;
Uses any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without our express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Jersey Exchange grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Jersey Exchange reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
Systematically copies or stores any portion of the Content;
Decompiles, reverse engineers, disassembles or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Products or Services, except to the extent that such restriction is expressly prohibited by applicable law;
Displays material that exploits children under 18 years of age or posts, collects, or discloses any personal information (including names) or private information about such children; or
Posts or transmits any unsolicited advertising, promotional materials, or any other forms of solicitation, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests or any other businesses or services.
You are also responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to access or use the Services. A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
8.4 THIRD PARTY MATERIALS
Certain Services functionality may contain links or connections to, or otherwise make available access to, third-party websites, services, information, services, products, or other materials that are not owned or controlled by Jersey Exchange (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. When you access or use any Third Party Materials, you are directing us to access, route and transmit to you the applicable Third Party Materials. Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions, and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).
If there is a dispute between participants on this site or Services, or between users and any third party, including in connection with any Third Party Materials, you agree that Jersey Exchange is under no obligation to become involved and you are solely responsible for such disputes.
8.5 RATINGS AND REVIEWS
Our Services may allow you to rate and post reviews of Products. Any ratings or reviews provided by you are considered User Submissions and are governed by these Terms. Ratings and reviews are not endorsed by Jersey Exchange, and do not represent the views of Jersey Exchange or of any affiliate or partner of Jersey Exchange. Jersey Exchange does not assume liability for any ratings and reviews or for any claims, liabilities, or losses resulting from or relating to ratings or reviews. We reserve the right to modify, remove, or exclude any rating and/or review for any reason at any time, without notice.
8.6 COPYRIGHT INFRINGEMENT CLAIMS
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to Jersey Exchange a written notice by mail, email, or fax, requesting that Jersey Exchange remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Jersey Exchange a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.
8.7 ADDITIONAL TERMS FOR MOBILE APPLICATIONS
In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to these Terms and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Jersey Exchange in accordance with the “Information or Complaints” section below. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the usage rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of the Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. Notwithstanding the foregoing, Jersey Exchange’s right to enter into, rescind, or terminate any variation, waiver, or settlement under these Terms is not subject to the consent of any third party.
SECTION 9 – MISCELLANEOUS
9.1 LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE JERSEY EXCHANGE PARTIES (AS DEFINED BELOW) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE PRODUCTS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) U.S. DOLLARS OR (II) THE AMOUNTS PAID BY YOU TO JERSEY EXCHANGE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE JERSEY EXCHANGE PARTIES DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES AND THE JERSEY EXCHANGE PARTIES SHALL NOT BE LIABLE FOR ANY INTERRUPTIONS OR ERRORS RELATED THERETO.
9.2 DISCLAIMER OF WARRANTIES
Neither Jersey Exchange nor its licensors, suppliers, partners, parent, subsidiaries, or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (Jersey Exchange and all such parties together, the “Jersey Exchange Parties”) make any representations or warranties concerning the Services, including without limitation regarding any content contained in or accessed through the Services or any Products, and the Jersey Exchange Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages, or liabilities arising out of or in any way related to your participation in or use of the Services. We make no warranty that the Products or Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Products, or Services, or that defects in the Products or Services will be corrected. The Services may become unavailable due to maintenance or malfunction of computer equipment or other reasons. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the download of any material in any way related to the Services and/or our Content. No advice or information, whether oral or written, obtained by you from us through the Services or otherwise will create any warranty, representation, or guarantee not expressly stated in these Terms.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, PRODUCTS, CONTENT, AND ANY THIRD PARTY MATERIALS ARE PROVIDED BY JERSEY EXCHANGE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, AND JERSEY EXCHANGE HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Jersey Exchange may from time to time engage third-party couriers (“Couriers”) to facilitate delivery of Products. Couriers are independent contractors and not employees, partners, agents, joint ventures, or franchisees of Jersey Exchange. Jersey Exchange shall not be liable or responsible for any delivery services provided by Couriers, or any errors or misrepresentations made by any of them. If you opt to have Products delivered by Courier, you agree to bear responsibility for receipt of Products shipped to the delivery location specified at time of check out. Jersey Exchange highly recommends that you provide a secure location where you can physically receive Product(s) (including from a Courier), and Jersey Exchange does not bear liability for Products left unattended, by you, a Courier, or otherwise. You hereby acknowledge that Jersey Exchange does not supervise, direct, control, or monitor a Courier’s provision of services. Any interactions or disputes between you and a courier are solely between you and that courier. Jersey Exchange and its licensors shall have no liability, obligation or responsibility for any interaction between you and any courier.
9.4 CONSENT TO RECEIVE PERIODIC MESSAGES
By using the Services, you consent to receiving communications from us, including informational emails and/or text messages (such as for purposes of notifying you about the status of your order, sending you reminders, facilitating secondary authentication, and providing other transactional information) to the email address and/or phone number that you provide by any means, including through an automated email and/or telephone number dialing system. You represent and warrant that you are the owner of the email address and/or phone number that you provide when you create an Account. Standard text messaging and data rates charged by your mobile carrier may apply to the text messages we send you, and any and all such charges, fees, taxes, or costs are your sole responsibility. You may opt out of receiving communications by following the unsubscribe procedures we provide to you. In the case of text messages, you may opt out by replying "STOP" to a text message you receive from us or by emailing [email protected]. You acknowledge that opting out of receiving communications may impact your use of the Services. Please note also that you will need to opt out of communications for each Service that you sign up for. You agree to indemnify and hold Jersey Exchange harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
You agree to indemnify and hold the Jersey Exchange Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, fees, and expenses (including attorneys’ fees) arising from or in any way related to any claims, suit, action, or demand (“Claims”) relating to (i) your access to and use of the Services (including any actions taken by a third party using your account) and any Products rented from us (including any failure to return such Products), (ii) your User Submissions, (iii) your violation of these Terms, or any applicable law, rules, or regulation, (iv) your infringement, misappropriation, or other violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, and (v) any dispute or issue between you and any third party, including any Courier, Product merchant, or other third party. In the event of such Claim, we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Account, in any way (including by operation of law or otherwise) without Jersey Exchange's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations (in whole or in part) without your consent or notice to you.
9.7 CHOICE OF LAW
These Terms are governed by and will be construed under the laws of the United States (including federal arbitration law) and the laws of the State of Tennessee, without regard to the conflicts of laws provisions thereof.
9.8 ARBITRATION AGREEMENT
Please read the following Arbitration Agreement carefully (subsections (a) though (f) below will be referenced herein as the “Arbitration Agreement”) because it requires you to arbitrate certain disputes and claims with Jersey Exchange and limits the manner in which you can seek relief from Jersey Exchange. Both you and Jersey Exchange acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Jersey Exchange's officers, directors, members, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, such dispute shall be finally settled by binding arbitration in accordance with this Arbitration Agreement. The arbitration will proceed in the English language, in accordance with the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Arbitration Agreement (the “Rules”) then in effect, by one commercial arbitrator with experience in resolving intellectual property and commercial contract disputes.The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.
(b) Class Action Waiver. You agree that any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. Notwithstanding anything to the contrary in this Arbitration Agreement or any other provision of these Terms or in the American Arbitration Association’s Consumer Arbitration Rules, disputes regarding the enforceability, revocability, or validity of the foregoing class action waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (i) the dispute is filed as a class, collective, or representative action, and (ii) there is a final judicial determination that all or part of such class action waiver is unenforceable, then the class, collective, and/or representative action, to that extent, must be litigated in a civil court of competent jurisdiction, but the portion of such class action waiver that is enforceable shall be enforced in arbitration.
(c) Small Claims Court; Infringement. Notwithstanding the foregoing obligation to resolve disputes using arbitration, both you and Jersey Exchange may assert claims, if they qualify, in small claims court in Davidson County, Tennessee or any United States county where you live or work. Furthermore, both you and Jersey Exchange will have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
(d) WAIVER OF JURY TRIAL. YOU AND JERSEY EXCHANGE ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY AND INSTEAD CHOOSING TO HAVE CLAIMS AND DISPUTES RESOLVED BY ARBITRATION. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND JERSEY EXCHANGE, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED PURSUANT TO THIS ARBITRATION AGREEMENT. EXCEPT AS PROVIDED ABOVE REGARDING THE CLASS ACTION WAIVER, SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE. HOWEVER, AS SET FORTH ABOVE, THE PRECEDING ARBITRATION REQUIREMENT SHALL NOT APPLY TO DISPUTES TO THE EXTENT RELATING TO THE INTERPRETATION OR APPLICATION OF THE CLASS ACTION WAIVER ABOVE, INCLUDING ITS ENFORCEABILITY, REVOCABILITY, OR VALIDITY.
(e) Exclusive Venue. In any circumstances where the foregoing Arbitration Agreement permits either you or Jersey Exchange to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing Arbitration Agreement will not apply to either party, and both you and Jersey Exchange agree that any judicial proceeding will be brought in the state or federal courts located in Davidson County, Nashville, Tennessee.
(f) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then such prohibition shall be severed from these Terms to the extent that the remaining language of these Terms may be enforced. This Arbitration Agreement will survive the termination of your relationship with Jersey Exchange.
You will be responsible for paying, withholding, filing, and reporting all federal, state, and local goods and services taxes, duties, customs, duties, levies, and other governmental assessments associated with your activity in connection with the Services (including any purchase or rental of any Products and Membership Services), provided that Jersey Exchange may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
9.10 Waiver; Severability
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
There may be delays, omissions, or inaccuracies in the Services, including the Content. The Services may become unavailable due to maintenance or malfunction of computer equipment or other reasons. YOU AGREE THAT JERSEY EXCHANGE IS NOT, AND WILL NOT BE, LIABLE FOR ANY SUCH DELAYS, OMISSIONS, INACCURACIES, OR UNAVAILABILITY.
9.12 ENTIRE AGREEMENT
You and Jersey Exchange agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Jersey Exchange, and that these Terms supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Jersey Exchange, and you do not have any authority of any kind to bind Jersey Exchange in any respect whatsoever.