Terms & Conditions
Introduction
These terms and conditions (“Terms”) govern your use of the website located at www.intrinsic.us, and any associated websites, mobile sites or applications, including without limitation our Slack channel and other social media groups (collectively the “Sites”). By using our Sites, you are engaging in our services (the “Services”). The Sites and the Services are owned and controlled by Intrinsic Brands, Inc. and its subsidiaries, affiliates, successors, and assigns (collectively, “we,” “us,” or “our”). The terms “you” and “your” mean you or any other person using the Sites on your behalf.
Accepting our Terms
Please read these Terms carefully before accessing our website, as these Terms include important information about your legal rights and obligations. By accessing any part of the Sites, you agree to be bound by these Terms and our Privacy Policy.
Please note that additional terms and conditions may apply to some of the Services. In the event of a conflict between these Terms and the terms posted to a specific portion of a Site or for any of the Services, the supplemental terms shall control with respect to your use of the specific portion of the Sites or the Services.
Your ability to use some of the Services may involve other terms and conditions regarding third party products and services. These terms and conditions may apply to you, but in no event shall such terms apply to us.
Privacy Practices
You agree that information provided by you in connection with the Sites and the Services shall be governed by the our Privacy Policy, which is hereby incorporated and made a part of this Agreement. Please read the Privacy Policy to learn how your information will be handled.
User Information
In your use of the Sites or the Services, you may submit, upload, post, or transmit to us content, including without limitation text, photos, audio, code, instructions, requests, ideas, suggestions, comments, forms and agreements, files, videos, images, and other materials (collectively, “User Information”). You understand and agree that any User Information you provide through the Sites or the Services, whether by direct entry, submission, phone, text, chat, email or otherwise, including, but not limited to, data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary. By submitting, posting, or displaying User Information, you give us and our sub-licensees, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Information that you submit, post, or display on or through the Sites or the Services, to the extent permitted by applicable privacy laws.
Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. We shall be free to use and exploit any ideas, concepts, know-how, or techniques contained in any communication you send to us via the Sites or the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information and using such information to engage, develop and/or invest in businesses
You agree not to provide any User Information that:
- contains sexually explicit content that is pornographic, obscene, harmful to minors, or constitute violations of child pornography or child sexual exploitation laws;
- denigrates any ethnic, racial, sexual, or religious group by stereotypical depiction or otherwise;
- exploits images or the likeness of any individual other than yourself (except where you have obtained express permission from such other individual(s));
- makes use of offensive language or images;
- promotes physical harm of any kind against any individual or group or characterizes violence as acceptable, glamorous, or desirable;
- provides instructional information about illegal activities;
- contains or transmits any virus or any other programming routines that may detrimentally interfere with computer systems or data.
You represent and warrant that you have the right to provide all User Information as set forth herein. If you violate the restrictions set forth in this User Information section, we have the right to immediately remove your User Information from the Sites.
Your Restrictions
You may not:
- use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Sites, deep-link to any feature or content on the Sites, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Sites;
- use any content or information available on the Sites or through the Services for any unauthorized purpose;
- interfere with or damage the Sites or servers or networks connected to the Sites or disobey any requirements, procedures, policies, or regulations of networks connected to the Sites;
- upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
- upload, post, e-mail, or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
- impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity;
- attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by the Sites;
- harvest or collect Personal Data (as defined in the Privacy Policy) about any other individual who uses the Sites or the Services;
- infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including, but not limited to, such rights of third parties; and
- assist any third party in engaging in any activity prohibited by these Terms.
In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of your information or related materials from the Sites.
Representations
In addition to any other representations and warranties set forth in these Terms, you represent and warrant and agree that:
- you have the full right and power to enter into and perform these Terms;
- you will comply with the above acceptable use requirements;
- you are older than 18 years old, as the Services are only for users of the age of 18 or older.
Consent to Communications
When you use the Sites or Services, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.
Ownership and Copyright
Copyrights, trademark rights, database rights, design rights, and any and all other intellectual property and other rights relating to the Sites, the Services, and any information or documents offered by us and/or the Sites existing now or in the future including but not limited to computer programs, source and object code, documentation, software graphics, text, images, designs, videos, sound, illustrations, animations, databases, logos, domain names, trade names and trade identities (collectively, the “Materials”), are our property. All elements of the Sites, including without limitation the general design and the Materials, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. The Sites, the Services, and the Materials may only be used for the intended purpose for which they are being made available.
Images of people or places displayed on the Sites are either our property or used with permission. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Sites. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
A single copy of the Materials may be downloaded or otherwise copied from the Sites for non-commercial personal use only, provided however, that all copyright and other proprietary notices are kept intact. Any further copying, reproduction, publication, posting, transmission, or distribution of any part of the Materials in any way is prohibited. Except as provided herein, no license or right, express or implied, is granted to any person under any intellectual property right. Except as authorized under copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available through the Sites. Modification of the Materials or use of the Materials for any other purpose is a violation of our copyright and other proprietary rights. We neither warrant nor represent that your use of the Materials will not infringe the rights of third parties not owned by or affiliated with us.
Accuracy of Information and Functionality
Although we attempt to ensure the integrity and accuracy of the Services descriptions, the Materials, and other content on the Sites,we make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Sites, the Services descriptions, the Materials, and other content on the Sites. It is possible that the Sites could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Sites by third parties. Materials contained on the Sites may be changed or updated without notice.
Additionally, we shall have no responsibility or liability for information or content posted to the Sites from any third party not affiliated with us, including any User Information provided by users of our Sites. We may at our discretion withdraw, suspend, or discontinue any functionality or feature of the Sites or the Services, among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carriers. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Sites in accordance with our internal record retention and/or destruction policies.
Links to Other Websites
The Sites may allow connectivity (e.g., via links or references) through websites, platforms, and applications maintained by third parties such as Facebook and Twitter over whom we have no control. Any content you provide through those third party websites are subject to terms and conditions of those websites. Inclusion of any link to such third party websites does not imply an endorsement or recommendation by us. We make no representations or warranties of any kind as to the accuracy, currency, or completeness of any information contained in such websites and shall have no liability for any damages or injuries of any kind arising from such content or information. If you decide to access any of the third party websites linked to the Sites, you do so entirely at your own risk.
Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SITES OR THE SERVICES IS AT YOUR SOLE RISK. THE SITES AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (2) WE MAKE NO WARRANTY THAT (a) THE SITES OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SITES OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES OR THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SITES WILL BE CORRECTED; (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITES OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS; AND (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONAL INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. SPECIFICALLY, WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF ELECTRONIC OR TELECOMMUNICATION SERVICES AND ACCESS TO THE ELECTRONIC OR TELECOMMUNICATION SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE ELECTRONIC OR TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE ELECTRONIC OR TELECOMMUNICATION SERVICES. WE DO NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, WE SPECIFICALLY DISCLAIM ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN OR USE OF THE SERVICES. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE Terms.
Limitation of Liability Regarding Use of the Sites
EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION:
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE SITES OR THE SERVICES, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (e) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR WITH RESPECT TO THE SERVICES.
No Third Party Rights
Unless expressly stated in these Terms to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns. Nothing in these Terms is intended to relieve or discharge the obligation or liability of any third persons to you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns, nor shall any provision give any third parties any right of subrogation or action over against you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns.
Assignment
You may not assign, transfer, or delegate these Terms or any part thereof without our prior written consent. We may freely transfer, assign, or delegate all or any part of these Terms, and any rights or duties hereunder or thereunder. These Terms will be binding upon and inure to the benefit of the heirs, successors, and permitted assigns of the parties.
Dispute Resolution; Arbitration
These Terms shall be governed by and construed in accordance with the laws of the State of New York excluding its conflict of law rules.
Indemnification
You agree to defend, indemnify, and hold us, and our affiliates, harmless from and against any and all rights, demands, losses, liabilities, judgments, fines, interest, penalties, damages, claims, expenses, causes of action, actions, suits (no matter whether at law or equity), fees, and costs, (including, without limitation, attorneys’ fees and fees of other professional advisors) arising directly or indirectly out of or in connection with: (a) your use or misuse of the Sites, the Services, the Materials, or any information posted on the Sites; (b) your breach of these Terms or the Privacy Policy; (c) the content or subject matter of any information (including without limitation User Information) you provide to us; (d) any negligent or wrongful act or omission by you in your use or misuse of the Sites, the Services, the Materials, or any information on the Sites, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct; and/or (e) your failure to comply with any applicable laws or regulations.
Termination, Modification, and Other General Terms
We reserve the right, in our sole discretion, to terminate your access to all or part of the Sites, with or without cause, and with or without notice. Unless otherwise stated, any other rules, restrictions, guidelines and terms and conditions that may be posted or made available in connection with a particular feature of the Sites or the Services are incorporated by this reference into these Terms.
We reserve the right to modify these Terms from time to time in our sole discretion, effective upon posting. In the event of such changes, we will post the changes on the Sites and/or notify you via email. Any use of the Sites or the Services after such changes will be deemed an acceptance of those changes. You should periodically visit this page to review the current Terms, so you are aware of any such revisions to which you are bound.
These Terms constitute the entire agreement between you and us pertaining to the subject matter hereof. In its sole discretion, certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages within the Sites.
If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Your use of the Sites or the Services is independent of us and not as our employee, agent, partner, or joint-venturer for any purpose. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
