Effective Date: November 25, 2019
These Terms of Service (“the Agreement”) set forth the terms and conditions of your Use of the services provided on polyurb.com (“the Services”). In this Agreement “you” and “your” refer to you as the user of the Services, or any agent, employee, or person authorized to act on your behalf. “We”, “us” and “our” refer to Camille Spain and any agent, employee, or person authorized to act on their behalf. This Agreement explains our obligations to you, and explains your obligations to us for use of the Services. When you use your account or permit someone else to use it to purchase or acquire services or products offered as part of the Services, or to manage your account, or to cancel your Services, you are signifying your agreement with the terms and conditions contained in the Agreement.
1. Modification to the Terms of Agreement
You agree that we may modify this Agreement and the services offered to you from time to time. You agree to be bound by the revised terms of the Agreement. If you continue to use the Services after the terms of the Agreement or the services offered have been revised, you agree to abide by and be bound by the revised terms of the Agreement.
2. Acceptable Use
Our Acceptable Use Policy is incorporated herein by reference, and is applicable to the use of all the Services. You agree to be bound and abide by all the terms in the Acceptable Use Policy as a condition of your use of the Services.
3. Your Account
3.1 Signing Up
Use of the Services requires creating an account (“Account”) first. You agree to provide complete and accurate information when registering an Account. If we suspect the information you have provided is incomplete, inaccurate, or misleading we reserve the right to suspend or terminate your Account.
3.2 Maintaining Your Account Information
You agree to maintain complete and accurate Account information so that we may contact you regarding your use of the Services. You will notify us within five (5) business days if the information you provided during the Account application/registration process changes. Failure to do so constitutes a material breach of the Agreement and may result in suspension or termination of your Account.
By using the Services you represent that you are a United States resident. The Services are not intended for use by residents of countries other than the United States.
By using the Services you represent that you are of legal age (18 years or older) to enter into this Agreement.
3.5 Account Security
You are solely responsible for any activity that occurs on your Account whether authorized by you or not, and maintaining the security and confidentiality of your passwords. We are not liable for any omission or action with regard to your Account. If you suspect your Account or password has been stolen, misappropriated, or otherwise compromised, or your Account has been accessed without your permission, you agree to notify us immediately.
4. Your Content
4.1 You Retain the Rights to Your Content
You may upload content, including but not limited to text, images, video, and code (“Content”) to the Services. You retain ownership of and any intellectual property rights applicable to your Content, except as set forth in the Agreement. You can remove your Content at any time by deleting your site(s) (“Sites”).
By uploading Content to the Services, you agree: (a) to allow internet users to view any Content you have publicly published on your Sites, (b) to allow us to store your Content, (c) to allow us to display and use any Content you have publicly published on your Sites, and (d) that we can review, block access to, or remove your uploaded Content at any time, although we do not assume the obligation to do so.
4.2 Featured Sites
If you opt in to our Featured Sites program, you grant us a perpetual, non-exclusive, worldwide, irrevocable, royalty-free right and license to use, store, host, and reproduce your Content and the names, trademarks, service marks and logos associated with your Site for the limited purpose of promoting the Services in our marketing material and on our social media accounts.
5. Your Responsibilities
5.1 Your Content
You represent and warrant that you own all rights to your Content, or have and will continue to have, all rights and permissions to legally use, display, transfer, license and share your Content as required by the terms of the Agreement. If we use your Content as set forth in the terms of the Agreement, you represent and warrant that our use does not and will not infringe any third party’s intellectual or proprietary rights.
5.2 Your Legal Obligations
You represent and warrant that your use of the Services is not contrary to law, and agree to abide by all applicable laws including export and import regulations, controls, and sanctions.
5.3 Your Sites and End Users
Your Sites may have their own visitors, customers, and other users (“End Users”). You are solely responsible for your Sites and your End Users and compliance with any laws or regulations that may apply. We cannot be held liable for, and will not provide any legal advice regarding your Sites and your End Users.
5.4 Third Party Content
If you provide, whether remuneration is received or not, advertising or other web space (“Third Party Content”) on your Site you agree that you will be responsible for the contents of the Third Party Content and the actions of the third party. We reserve the right to refuse any Third Party Content that violates this Agreement or our Acceptable Use Policy. Third Party Content that violates this Agreement or our Acceptable Use Policy may result in suspension or termination of your Account.
5.5 Acceptable Use
You agree to comply with the terms of the Acceptable Use Policy, and warrant and represent that all of your Content complies with the Acceptable Use Policy.
6. Third Party Services and Sites, and Site Content
6.1 Third Party Services
You can integrate your Sites with third party services including payment processors, analytics services, marketing services, and other services (“Third Party Services”). Your use of Third Party Services is governed by those services’ terms and policies. We do not control, and are not liable for any actions or omissions made by Third Party Services. You are responsible for your security when using Third Party Services. You also agree that we may remove, disable, or suspend access to any Third Party Service at any time, without warning and in our sole discretion. We are not liable to you for any loss of profits, revenue, data, goodwill, or other intangible losses (except as prohibited by law) resulting from the suspension, removal, or disabling of any Third Party Service.
6.2 Third Party Sites
The Services may contain links to third party sites. We do not control and cannot be held liable for the content on third party sites, or any damages resulting from accessing third party sites.
6.3 Content on the Services
The Services, or sites created using the Services, may contain content that is illegal, inaccurate, offensive, defamatory, in violation of intellectual or proprietary rights, or that could harm your computer or network(s). We do not represent or imply that we endorse any of your Content or content uploaded by other users of the Services, or warrant that your Content or content uploaded by other users is legal, accurate, non-harmful, or useful. We are not a publisher and we are not liable for any damages resulting from your access to content available via the Services.
7. Our Intellectual Property
7.1 Our Intellectual Property Rights
The Services are protected by copyright, trademark and other US laws. This Agreement does not grant you any right, title, or interest in the Services, other users’ content, our trademarks, logos, other brand features or other intellectual property. You agree to not alter, translate, or create derivative of the Services or other users’ content.
You agree that your comments, feedback, and suggestions may be used by us without any restriction or obligation to you even after termination of this Agreement.
7.3 Demo Content
We may provide themes or other products featuring text, images, video, audio or other content (“Demo Content”) for demonstration or instructional purposes, or to provide you with ideas and inspiration. Unless we state otherwise, you may not keep any of the Demo Content on your Site(s), publicly display or perform it, or otherwise distribute it.
8. Our Rights
8.1 Our Reserved Rights
We reserve the following rights, to exercise at any time in our sole discretion, and without notice to you (except where prohibited by law): (a) We may change some or all of the functionality provided by the Services, (b) we may remove or discontinue some or all of the functionality provided by the Services, (c) we may terminate, suspend, restrict, or disable access to your Account or your Sites, (d) we may change our eligibility criteria to use the Services.
8.2 Ownership Disputes
If a dispute over the ownership of an Account or Site arises, we reserve the right to disable access to the Account or Site until a resolution has been determined between the disputing parties.
8.3 SSL Certificates
If you connect or point a domain that you own to a Site on the Services, we reserve the right to issue an SSL certificate for that domain for the purpose of providing HTTPS encryption. You agree that any SSL certificates issued by us are for use only on the Services and are not transferable. We cannot be held liable if any SSL certificates issued by us do not meet your security or other requirements. You are responsible for ensuring that any SSL certificates attached to your domain(s) meet any applicable legal, security, industry standard, or other requirement.
8.4 Abusive Behavior
Verbal or written abuse, including threats of abuse or retribution, directed to us or a user of the Services will result in immediate suspension or termination of your Account, loss of access to or deletion of your Sites and your Content with no refund to you.
8.5 Inappropriate Sexual Behavior
Inappropriate sexual behavior includes, but is not limited to:
- Unwanted sexual advances
- Unwanted physical contact of a sexual nature
- Unsolicited transmission of sexually explicit material, such as pornography and “dick pics”
Any inappropriate sexual behavior directed to us or a user of the Services will result in immediate suspension or termination of your Account, loss of access to or deletion of your Sites and your Content with no refund to you.
8.6 Discriminatory Behavior
Discriminatory behavior includes, but is not limited to:
- Verbal or written disparaging remarks about race, ethnicity, religion, nationality, disability, age, veteran status, gender, gender identity, sexual orientation or any other characteristic associated with systemic discrimination or marginalization
- Verbal or written remarks that encourage the view that a particular race, ethnicity, gender, gender identity, or sexual orientation is superior to others
- Verbal or written use of a slur associated with discrimination against marginalized groups
Any discriminatory behavior directed to us or a user of the Services will result in immediate suspension or termination of your Account, loss of access to or deletion of your Sites and your Content with no refund to you.
8.7 End User Complaints
We reserve the right, but do not assume the obligation, to suspend or terminate your Account and disable access to or delete your Sites or Content in the event that we receive complaints from your End Users that in our sole discretion are legitimate complaints.
9.2 Security and Improvement of the Services
You agree that we may collect anonymized, pseudonymized, de-personalized, and/or aggregated data about your use of the Services and your End Users’ use of your Sites for the purpose of helping prevent security breaches and fraudulent activity and to improve the Services.
10. Fees and Payments
To maintain access to the Services after your free trial period has expired, you must submit a payment for a subscription plan (“Subscription”). Subscriptions will remain in effect until cancelled or terminated in accordance with this Agreement. You may cancel a Subscription at any time by contacting us through the Customer Support page with a topic of ‘Cancel my service’. Unpaid Subscriptions may result in us suspending or terminating access to the Services in whole or in part as applicable. Our fees will appear on an invoice that we will provide to you via the Services. Note that the Subscriptions have different fees and payment schedules, and that cancelling one Subscription may not cancel all your Subscriptions.
10.2 Unpaid Fees
Fees that are unpaid thirty (30) or more calendar days past the due date shown on the last invoice sent to you, may result in immediate suspension or termination of your Account. We may automatically and immediately block access to, or delete your Sites and Content.
10.3 Subscription Renewals
We do not automatically charge your card, and do not offer automatic renewal. We will send you a notice seven (7) calendar days before your monthly Subscription expiration, and thirty (30) calendar days before your annual Subscription expiration as a reminder to pay your Subscription fees.
You may cancel your Subscription at any time, however we do not issue refunds except as required by law. We offer a free trial period so that you can decide if the Services are right for you before you commit to a Subscription.
10.5 Fee Changes
We may change our fees at any time. We will notify you of any fee changes thirty (30) calendar days in advance. Fee changes will not apply retroactively. If you do not accept the new fees, you may cancel your Subscription before the next billing period.
If you contact your bank or credit card company to decline, reverse, or chargeback (“Chargeback”) any payable fees made to us, we may automatically and immediately delete your Account, your Sites, and your Content. We reserve the right to dispute any Chargeback.
10.7 Payment Processor
10.8 Fees for Third Party Services
Any Third Party Services purchased via the Services may be subject to different policies and may not be refundable. We are not liable for any charges incurred from your use of Third Party Services.
11.1 Your eCommerce Responsibilities
The Services provide features that allow you to sell products and services to, or collect payments from your End Users. We are not liable for any actions related to, or damages resulting from your use of the Services for eCommerce purposes. You are solely responsible for your eCommerce activities and legal compliance with all laws and regulations including without limitation the following: any applicable taxes and fees, fulfillment and delivery, customer service, handling customer complaints, claims and warranties you make, claims made against you, posting on your Site any terms or policies required by law, compliance with any consumer protection or other applicable laws.
You may not offer or sell any products or services that in our sole discretion: (a) We consider stolen, fraudulent, counterfeit, hazardous, abusive, or harmful to the Services or Our reputation, (b) are illegal to sell, distribute, or use, (c) otherwise fail to comply with applicable laws and regulations including intellectual or proprietary rights, trade or export law including any sanctions or other restrictions, product safety, and consumer protection, (d) or fail to comply with the Acceptable Use Policy.
11.3 Payment Processors
The Services allow you to integrate your Sites with third party payment processors in order to collect payments from your End Users. You are solely responsible for any agreements you enter into or fees you incur with a third party payment processor. Relationships with third party payment processors are governed by their terms and policies. We are not liable for any actions or omissions made by third party payment processors. You agree that we may remove, suspend, or disable from the Services without notice and in our sole discretion, any third party payment processors without any liability to you or to any End Users, including without limitation loss of any profits, revenues, data, goodwill or other intangible assets (except where prohibited by law).
11.4 eCommerce Suspensions, Restrictions, and Removals
You agree that we may suspend, restrict, or remove your access to the eCommerce features of the Services, your Sites, or your Account without notice and in our sole discretion without any liability to you or to any End Users, including without limitation loss of any profits, revenues, data, goodwill or other intangible assets (except where prohibited by law). For example, we may suspend your eCommerce features for violating this Agreement.
12. Term and Termination
This agreement will remain in force until either you or we terminate it. You may terminate the Agreement at any time via the Services. We reserve the right to change, suspend, restrict, disable, or terminate your access to the Services without notice and at our sole discretion. For example, if you violate the terms of this Agreement.
The Services are offered “as is” and “as available”. Except to the extent prohibited by law, we make no warranties or representations, express or implied, about the Services. We also disclaim any warranties of merchantability, fitness for a particular purpose, non-infringement, and satisfactory quality. We make no representation that the Services will be uninterrupted, error-free, meet your expectations or requirements, be free of harmful components, and that any of your Content will be secure, or not otherwise lost or altered.
14. Limitation of Liability
We will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, revenues, customers, data, use, goodwill, or other intangible losses) even if a party has been advised of the possibility of such damages. We will not be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the Services, including as result of any termination or suspension of this Agreement or your use of or access to the Services, your Account, or your Sites, (b) our discontinuation of the Services in part or in whole, (c) the cost of procurement of substitute goods or services, (d) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the Services, your Account, or your Sites, (d) any unauthorized access to, alteration or deletion of, destruction, damage, loss or failure to store any of your Content or other data. To the fullest extent permitted by law, in no event shall our aggregate liability for all claims arising out of or related to the Services and this Agreement exceed the amount paid by you to us in the twelve (12) months immediately preceding the event that gave rise to such claim.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold us harmless from and against all damages, losses, liabilities, costs, claims, demands, fines, awards, and expenses of any kind arising out of or related to: (a) your breach of this Agreement, (b) your Content, (c) your Sites and your eCommerce activities, (d) any claims by, on behalf of or against your End Users, (e) your violation of any law or regulation or the rights or good name of any third party, and (f) any claims from tax authorities in any country, state, or local municipality in relation to your eCommerce activities, including without limitation your sales to individual consumers and other operations for which we may be held jointly and severally liable.
16. Dispute Resolution
16.1 Informal Resolution
Before filing a claim against us, you agree to attempt to resolve the dispute by first emailing us through the Customer Care page with a topic of ‘Legal’ and a description of your claim. We will try to resolve the dispute informally via email, phone, or other methods. If we cannot resolve the dispute within thirty (30) days of our receipt of your first email, you or we may then bring a formal proceeding.
16.2 Arbitration Agreement
You and we agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement through binding arbitration in the State of Oregon, and you and we expressly waive the right to formal court proceedings (including without limitation trial by jury). Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an independent third party that will act as the arbitrator, and court review of an arbitration award is limited.
16.3 Arbitration Time for Filing
Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
17. Additional Terms
17.1 Entire Agreement
This Agreement constitutes the entire Agreement between you and us regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additonal, terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights.
17.2 Controlling Law; Judicial Forum for Disputes
This Agreement (including its existence, formation, operation, and termination) and the Services as well as all disputes and matters arising from or in connection to this Agreement and the Services (including non-contractual disputes and matters) shall be governed by the laws of the State of Oregon. You and we agree that any judicial proceeding arising from or in connection to this Agreement must be brought exclusively in the federal or state courts of Portland, Oregon and you and we consent to venue and personal jurisdiction in such courts.
17.3 Waiver, Severability and Assignment
Our failure to enforce any provision of this Agreement does not constitute a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer, or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.
17.4 Events Beyond Our Control
We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act of God, fire, flood, act of government or state or regulation, war, civil unrest, terrorism, insurrection, inability to communicate with third parties for any reason, failure of any computer or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out, or any other reason beyond our reasonable control.
All communications and notices made or given pursuant to this Agreement must be in the English language.
The section headings that appear in the Agreement are provided for convenience only and in no way do they define or describe the scope of such sections, or affect the meaning of such sections.