These are the TERMS AND CONDITIONS (the “Terms”) that apply to all business by Home Tech Innovation, Inc. and its subsidiaries and divisions (“HTI”) and you and supersedes all prior correspondence, negotiations, discussions, representations and offers. These Terms relate to HTI’s development, manufacture, and/or sale of certain products (each, a “Product”) and associated meal subscriptions and delivery services (each, a “Service”) via HTI’s website or any websites, mobile applications, or blogs provided by HTI or any of its affiliates that link to these Terms (the “Sites”).
If you are using the Sites on behalf of any person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf and that such person or entity agrees to be responsible to HTI if you or such person or entity violates these Terms.
The Sites are not targeted toward or intended for use by anyone under the age of 18. By using the Sites, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Sites, or engaged in any activity that could result in suspension or removal from the Sites, and (d) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party. We continually test new features, functionalities, services, user interfaces and products that we are considering incorporating into our Sites, Products and/or Services. We reserve the right to include or exclude you from those tests without notice.
2. Registration, Account and Communication Preferences
To access and use certain areas or features of the Sites, you will need to register for a Suvie account. By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Sites on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Sites or your account.
By creating a Suvie account, you also consent to receive electronic communications from HTI (e.g., via email or by posting notices to the Sites). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including but not limited to, that such communications be in writing. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
3. Pre-Orders; Orders; Meal Subscription
- a. Pledges and Pre-Orders. By pre-ordering any Products or Services from HTI or by making a pledge on a third party site (e.g., Kickstarter), you acknowledge and agree that you are making a donation to a work in progress and are not making a direct purchase. Your reward is the number of Products or Services you pre-order or pledge to support. If HTI is unable to fulfill your reward, the parties agree that these Terms will apply. HTI may cancel or refund your contribution at any time and for any reason, and if HTI does so, HTI is not required to fulfill the reward. You agree and acknowledge that these Products or Services may be delivered late or not at all, and that you may cancel your pledge prior to shipment for a full refund.
- b. Orders. You agree that your order is an offer to buy, under these Terms, all Products and Services listed in your order. All orders must be accepted by HTI or HTI will not be obligated to sell the Products or Services to you. HTI may choose not to accept any orders in HTI’s sole discretion. After having received your order, HTI will send you a confirmation e-mail with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between HTI and you will not take place unless and until you have received your order confirmation e-mail.
- c. Meal Subscriptions. We offer different subscription plans for meal ingredients (each, a “Meal Subscription”). The number of meals you receive and the amount you are charged may vary from week to week depending on the dietary preferences you select. For example, we may provide you with greater flexibility to choose the number of meals you receive each week. If your Meal Subscription changes, the applicable weekly Meal Subscription price may also change. Changes to your Meal Subscription, or other choices you may make (such as the number of meals you receive), may also result in changes to any applicable shipping and handling charges and meal delivery times. If we change the prices or other charges associated with our various Meal Subscription plans, we will provide you with notice of such changes, such as by email or a notice posted on our Sites. The fees for the Meal Subscriptions can be found on the Sites and may be subject to change in the future. Note that we do not currently deliver meal ingredients to every location, so you may not be able to order a Meal Subscription depending on your location.
- d. Continuous Subscriptions. WHEN YOU REGISTER FOR A MEAL SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) HTI (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A WEEKLY BASIS FOR YOUR MEAL SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR MEAL SUBSCRIPTION CONTINUES, (B) THE AMOUNT YOU ARE CHARGED AND THE NUMBER OF MEALS YOU RECEIVE EACH WEEK MAY VARY DEPENDING ON THE PREFERENCES YOU SELECT, AND (C) YOUR MEAL SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SITES OR PRODUCTS IN ACCORDANCE WITH THESE TERMS. YOU MAY SKIP YOUR WEEKLY MEAL ORDER AS OFTEN AS YOU’D LIKE BY MANAGING YOUR DELIVERY SCHEDULE LOCATED ON THE SITES.
- e. Cancellation Policy. YOU MAY CANCEL YOUR MEAL SUBSCRIPTION AT ANY TIME BY EMAILING email@example.com. ANY MEAL ORDER IDENTIFIED AS “SHIPPED” ON THE SITES HAS BEEN PROCESSED AND CANNOT BE CANCELLED. YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY MEAL ORDER PROCESSED PRIOR TO THE CANCELLATION OF YOUR MEAL SUBSCRIPTION. In the event you cancel your Meal Subscription, please note that we may still send you promotional communications about HTI unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.
4. Prices and Payment Terms
- a. All prices posted on the Sites are subject to change without notice. The price charged for a Product or Service will be the price in effect at the time the order is placed and will be set out in your order confirmation e-mail. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation e-mail. HTI is not responsible for pricing, typographical, or other errors in any offer by HTI and HTI reserves the right to cancel any orders arising from such errors. For Meal Subscriptions, we will provide advance notice of any price changes in accordance with Section 3. We will not, however, be able to notify you of any changes in any applicable taxes. The shipment of Products under a Meal Subscription to you after our delivery of such notice will confirm your acceptance of such changes, unless you cancel your Meal Subscription in accordance with the cancellation policies set forth in Section 3.
- b. Terms of payment are within HTI’s sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
- c. All of our Products are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, to discontinue offering certain Products and to substitute Products (including, but not limited to, specific meal ingredients) without prior notice. We strive to provide you with high-quality Products, and given the perishable nature of certain Products and market conditions beyond our control, we may be required to make substitutions from time to time. If you are not satisfied with a substitution, please contact us at firstname.lastname@example.org.
- d. All hardware Products are subject to HTI`s standard tolerances for specifications, except where specific tolerances are agreed to in writing at the time of order. HTI reserves the right to make substitutions and modifications in the specifications of any hardware Products provided that such substitutions or modifications do not materially affect the performance of such hardware Products or the purposes for which they can be used.
- HTI may, from time to time, offer certain promotions, deals or offers (“Offers”). The terms of these Offers will be outlined on our website, be available for your review prior to your purchase, and will be referenced in the electronic receipt. If you buy Products subject to the terms of an Offer, you agree to comply with the terms of such Offer including, without limitation, purchasing and maintaining a Meal Subscription for a certain period of time. If you do not comply with the terms of an Offer that requires a minimum purchase of Meal Subscriptions, HTI reserves the right to charge you for such purchases and issue you a Credit in the amount charged. Offers may be limited in duration and expire pursuant to the terms of the Offer. If you have any questions, please contact us at email@example.com.
- HTI may, from time to time, issue coupons or discounts on its Products and Services. These coupons and discounts are not cumulative, and only the highest discount will be applied to a single order. Discounts and coupons may be limited in duration and expire pursuant to the terms of such discount and coupon. If you have any questions, please contact us at firstname.lastname@example.org.
5. Delivery and Title
HTI will arrange for shipment of the Products to you. Please check the individual Product page for specific delivery options. You shall pay all shipping and handling charges specified during the ordering process.
Title and risk of loss pass to you upon HTI’s transfer of the Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. HTI is not liable for any delays in shipments. All shipments will be made at your risk, and you shall be responsible for making all claims with carriers, insurers, warehousemen and others for misdelivery, nondelivery, loss, damage or delay.
You are responsible for inspecting all Products you receive from us for any damage or other issues upon delivery. After receipt of the Products, you agree to immediately inform us of any damage to the Products of which you become aware that may render them unsafe for use, and agree that your further use of any such Products shall be solely at your risk. In addition, you are solely responsible for determining the freshness of the Products you receive. We recommend that you use a thermometer to ensure that the internal temperature of any meat, poultry or seafood Product is 40°F or below. In the unlikely event that such temperature is above 40°F, or you have any other reason to believe that any other Product in your delivery is not suitable for consumption, contact us at email@example.com and discard the item. To maintain the quality and integrity of the Products, we recommend that you immediately refrigerate all perishable Products upon delivery and follow the U.S. Department of Agriculture’s (“USDA”) instructions on refrigeration and food safety, safe food handling, and recommendations on food consumption for at-risk groups, which can be found on the USDA’s website.
6. One Year Limited Warranty; Disclaimer of Other Warranties
HTI offers the following warranty for a period ending one year from the date of purchase, provided that HTI may offer the opportunity to purchase an extended warranty (such period, the “Warranty Period”). For the Warranty Period, so long as any hardware Product is operated and maintained for non-commercial use according to the instructions attached to or furnished with such hardware Product (the “Specifications”), HTI will pay for the repair costs to correct defects in materials or workmanship, provided that HTI reserves the right to charge for reasonable costs associated with labor. Service must be provided by a service company designated by HTI. Customer is responsible for a $49 fee to cover the cost of shipping and handling. Product must be returned in original packaging. If customer does not have original packaging, HTI can provide a replacement for the cost of packaging plus shipping and handling. This warranty does not cover accessories including, but not limited to, pans, water reservoir, drain tray, power cable and other removable parts. This warranty also does not cover cosmetic damage to the oven that does not affect its function, cleaning abrasions or alterations to the external surface of the oven shell or oven door glass. This warranty only covers appliances shipped to and located in the contiguous US.
To make a warranty claim, please contact HTI via email at firstname.lastname@example.org.
The warranties in this Section 6 shall only apply if you provide your original purchase invoice for the applicable hardware Product, and such hardware Product must be acquired from HTI as a new Product and not as auction, resale, liquidation, etc. This warranty does not cover any parts or labor to correct any defect caused by negligence, accident or improper use, maintenance, installation, service, or repair. This warranty is personal in nature, may not be transferred, and shall not apply to any party other than the original purchaser of the Product.
YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE WASHING, HANDLING, PREPARATION, STORAGE, COOKING, USE AND CONSUMPTION OF THE PRODUCTS YOU RECEIVE FROM US. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. FURTHER, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE PRODUCTS CONTAINING ALL EIGHT (8) MAJOR U.S. ALLERGENS (MILK, WHEAT, EGG, SOY, FISH, SHELLFISH, PEANUTS AND TREENUTS) AND CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS.
WE ATTEMPT TO DISPLAY THE PRODUCTS AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITES, INCLUDING PRICING AND NUTRITIONAL INFORMATION, AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION. IN THE EVENT OF AN ERROR ON OUR SITES, IN AN ORDER CONFIRMATION, IN PROCESSING OR DELIVERING AN ORDER OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT SUCH ERROR AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A REFUND. YOU FURTHER AGREE THAT THE PRODUCTS AND OTHER MATERIALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE PRODUCTS AND MATERIALS DISPLAYED ON THE SITES DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS OR SUPPLY ISSUES, THE AVAILABILITY AND VARIABILITY OF PRODUCTS. THE SITES MAY CONTAIN INFORMATION ABOUT PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE SITES DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER.
HTI EXPRESSLY DISCLAIMS ALL LIABILITY ASSOCIATED WITH THE USE OF THE PRODUCT IN ANY MANNER OTHER THAN IN STRICT ACCORDANCE WITH SUCH PRODUCT’S SPECIFICATIONS.
WITHOUT LIMITING THE GENERALITY OF THE ABOVE DISCLAIMERS, HTI DOES NOT REPRESENT OR WARRANT (1) THAT THE INFORMATION ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT OR THAT THE SITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR (2) THAT ANY PRODUCT DESCRIPTION IS ACCURATE OR COMPLETE. EXCEPT AS PROVIDED IN THIS SECTION 6, HTI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND HTI WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM THE BREACH OF THIS WARRANTY. PLEASE NOTE THAT SOME STATES DO NOT ALLOW THE DISCLAIMER OF WARRANTY PROVISIONS OF THIS SECTION, SO THE ABOVE DISCLAIMER OF WARRANTY MAY NOT APPLY TO YOU.
We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Sites (or any features or functionality of the Sites) and the Products at any time without notice and without obligation or liability to you, including without limitation upon our suspicion that you are violating these Terms. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.
7. Limitation of Liability
IN NO EVENT SHALL HTI OR ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO ANY CAUSE WHATSOEVER, INCLUDING ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITES OR THE PRODUCTS, EVEN IF HTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST HTI FOR MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED. THE FOREGOING CONSTITUTES HTI`S SOLE LIABILITY AND YOUR SOLE REMEDY WITH RESPECT TO YOUR USE OF THE SITES AND PRODUCTS SOLD BY HTI.
THIS LIMITATION OF LIABILITY APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER BASED ON CONTRACT, TORT, (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE AND INTENTIONAL TORTS THEORIES) OR OTHER LEGAL OR EQUITABLE CAUSES OF ACTION OR PRINCIPLES. THIS LIMITATION APPLIES EVEN IF HTI HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE HTI PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE ORDER, RECEIPT OR USE OF PRODUCTS PURCHASED FROM HTI EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS; AND (B) THE ORDER, RECEIPT OR USE OF MEAL INGREDIENTS, OR ACCESS OR USE OF THE SITES OR CONTENT, EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THE HTI PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE SITES AND ALL INFORMATION AND CONTENT ON THE SITES ARE PROVIDED ONLY ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, HTI DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SITES AND THE SITES’ CONTENTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
8. Force Majeure
HTI shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. HTI`s time for performance of any such obligation shall be extended for the time period of such delay or HTI may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to you. In the event that HTI experiences a force majeure event, HTI, in its sole discretion, may accept cancellations of orders of Products that have not yet shipped.
9. Returns, Replacements, Refunds, and Credits
If you are dissatisfied with a meal received from the meal subscription and delivery Service for any reason, please contact us at email@example.com within seven (7) days of the date you received the meal. Depending on the circumstances, we may, in our sole discretion, replace the meal or meal ingredient at our expense, provide you a full or partial refund of the purchase price for that meal or meal ingredient, or provide you with Credits for that meal or meal ingredient that will automatically be applied to future deliveries under your Meal Subscription. We may require the return or photographic documentation of any meal or meal ingredient that you are dissatisfied with before we provide you a refund, replacement, or Credit.
In certain circumstances, we may provide you full or partial customer experience credits of promotional value that will automatically be applied to your next eligible order under your Meal Subscription (“Credits”). Credits may only be redeemed for the type of Product they were issued, are promotional in nature, are not transferable, and are not redeemable for cash or other property. Credits only remain available if you maintain both a valid Suvie account and an active Meal Subscription. That means that if you cancel your Meal Subscription, any outstanding Credits associated with your cancelled subscription will immediately expire. You may only redeem Credits after they are applied to your Suvie account. If for some reason you believe that there is a discrepancy regarding your Credit balance, please contact us at firstname.lastname@example.org. All decisions regarding your Credit balance will be determined in our sole discretion and are final.
If you are dissatisfied with any non-food Product, HTI’s return policy is as follows:
- a. For non-food Products pre-ordered or purchased from third parties or via third party sites (e.g., Kickstarter, Indiegogo), HTI will not be accepting returns. Any returns shall be subject to the return policy of the third party from whom you purchased such non-food Product, if any, and HTI shall have no obligation to process returns of any such Products.
- b. For non-food Products pre-ordered or purchased directly from HTI (including Suvie appliances): if you are unsatisfied with your purchase of a non-food Product from suvie.com for any reason, you may request a full refund of such Product excluding shipping and handling fees (excluding Kickstarter pre-orders). To qualify for a refund, all of the following conditions must be met:
- i. A return authorization must be requested from our customer service team within 100 days to request a return authorization. To request a return authorization, please contact us at email@example.com.
- ii. You must return the Product and its Specifications to HTI to receive a refund. Returned Product(s) must be in good physical condition (not physically broken or damaged). All accessories and packaging originally included with your purchase, including the product UPC barcode, must be included with your return.
- iii. The return authorization number must be included along with your returned product.
- iv. Shipping and handling charges, gift wrap fees, and taxes paid (such as state, customs, or VAT) are not refundable. You are responsible for and must prepay all shipping charges and you assume the risk of loss or damage to the returned Product(s) while in transit back to HTI. If the product is purchased starting January 24th 2020 and returned to us within 100 days of purchase you are eligible for a shipping refund on your initial purchase if the product is returned without damage. If you return a Product to HTI (a) without a return authorization from HTI or (b) without all parts and accessories originally included with your purchase, HTI retains the right to either refuse acceptance of such return or charge you a restocking fee of 15% of the original price of the Product(s) or the retail value of the missing parts and accessories, whichever is higher.
In the event that HTI becomes aware of any defect, error, deficiency or other issue with the Product that could pose a risk to the safety of any person or property, or in the event any government authority requests or requires HTI to issue a product recall, HTI may immediately, with or without notice, disable the functionality of and/or require the immediate return of such affected Product (a “Recall Event”). Except as otherwise required by law, HTI shall not be liable for any such losses or liabilities resulting from a Recall Event.
10. Intellectual Property Use and Ownership.
You acknowledge and agree that, unless otherwise indicated in writing by us, the Sites and all content and other materials contained therein, including, without limitation, all logos, designs, text, graphics, pictures, information, data, software, sound files, User Content, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of HTI or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.
You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable license to access and use the Sites and the Content. However, such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially the Sites or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Sites or Content, or any portion thereof, (d) use any data mining, robots, or similar data gathering or extraction methods, (e) download (other than the page caching) any portion of the Sites or Content, except as expressly permitted by us, and (f) use the Sites or Content other than for their intended purposes. Any use of the Sites or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of HTI or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.
Without limiting the foregoing, you acknowledge and agree that your purchase and use of the Products and Services are subject to these Terms. In the event that you breach these Terms, HTI may, in its sole discretion, take all steps that it deems necessary or appropriate to protect its network security, reputation and interests, including, without limitation, prohibiting your Product from communicating with HTI’s servers.
11. License Grant
Subject to these Terms, HTI grants you a limited, non-exclusive, non-transferable, term-limited, non-sublicensable, revocable license to use any software that is pre-installed on, embedded in or incorporated into a Product solely in connection with your use of the Product and Services. You warrant that you will not, and will not authorize any party to, redistribute, translate, adapt, reverse engineer, decompile, disassemble, or otherwise modify such software or circumvent or bypass any technological protection measures in or relating to such software or the Product.
You are also granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Sites for noncommercial purposes, provided that such link does not portray HTI or any of our Products in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use an HTI logo or other proprietary graphic of HTI to link to the Sites without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any HTI trademark, logo or other proprietary information, including the images found on the Sites or Products, the content of any text or the layout or design of any page, or form contained on a page, on the Sites without our express written consent.
12. No Resale
You are not permitted to resell or otherwise use the Products for commercial purposes.
13. Third-Party Content
The Sites, Products and/or the Services may contain links to content from third parties which are not maintained by, or related to, HTI. Links to such websites are provided as a service to you and are not sponsored by or affiliated with HTI. HTI has not reviewed such websites and is not responsible for the content of those websites. Links are to be accessed at your own risk, and other than as set forth herein, HTI makes no representations or warranties about the content, completeness or accuracy of these links or the websites linked to the Sites, Products and/or Services. HTI provides links as a convenience, and the inclusion of any link to a third-party website does not imply endorsement by HTI of that website or any association with its operators.
14. Intellectual Property Claims
HTI assumes no obligation or liability of any kind with respect to infringements or alleged infringements of United States or foreign patents, copyrights, trademarks or other proprietary rights arising out of a purchaser`s purchase, use, possession, sale or delivery of any products sold hereunder. You shall indemnify and hold HTI harmless from any and all claims, liabilities, damages or expenses resulting from infringements or alleged infringements of United States or foreign patents, copyrights, trademarks or other proprietary rights arising from compliance by HTI with any designs or specifications provided by you. No sale of any product shall be construed as granting you any license or other right in or to any patent, copyright, trademark or other proprietary right applicable to the product.
In accordance with the Digital Millennium Copyright Act and other applicable laws, if you believe that anything on the Sites infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:
Name of Designated Agent: Suvie
Address: 1035 Cambridge St. #16A, Cambridge MA 02139
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as a result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
15. User Conduct
You agree that you will not violate any law, contract, intellectual property, or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Sites. You agree that you will abide by these Terms and will not:
- a. Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- b. Use or attempt to use another user’s account without authorization from such user;
- c. Use the Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Sites or that could damage, disable, overburden or impair the functioning of the Sites in any manner;
- d. Reverse engineer any aspect of the Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Sites;
- e. Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Sites that you are not authorized to access;
- f. Develop any third party applications that interact with User Content or the Sites without our prior written consent;
- g. Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Sites, extract data or otherwise interfere with or modify the rendering of Site pages or functionality; or
- h. . Use the Sites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
16. User Content
The Sites may include interactive features and areas that allow users to create, post, share or store content, including, but not limited to, recipes, reviews, photos, videos, music, sound, text, graphics, code, items or other materials (collectively, “User Content”). If you decide to share your User Content with others through the Sites or third party platforms, you understand that this User Content will be viewable by others in accordance with the privacy settings you establish. You agree that you are solely responsible for your User Content and for your use of any interactive features and areas of the Sites.
By using the interactive features and areas of the Sites, you further agree not to create, post, share or store any of the following:
- a. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- b. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- c. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- d. User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- e. User Content that impersonates, or misrepresents your affiliation with, any person or entity;
- f. User Content that references or depicts HTI or our Products but fails to disclose a material connection to us, if you have one (for example, if you are an HTI employee or paid blogger);
- g. User Content that contains any unsolicited promotions, political campaigning, advertising or solicitations;
- h. User Content that contains any private or personal information of a third party without such third party’s consent;
- i. User Content that references alcohol irresponsibly, such as references to overconsumption or use by minors;
- j. User Content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
- k. User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Sites or Products, or that may expose HTI or others to any harm or liability of any type.
Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Sites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites at your sole cost and expense.
If you submit content you own, you retain your ownership of your intellectual property rights. We do not claim any ownership interest in your User Content. However, by uploading, posting or submitting User Content to the Sites or to our pages or feeds on third party social media platforms (e.g., HTI’s Facebook page, Instagram page or Twitter feed), you hereby grant HTI a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes. By uploading, posting or submitting User Content to HTI through the Sites or through our pages or feeds on third party social media platforms, you represent and warrant that (a) such User Content is nonconfidential, (b) you own and control all of the rights to the User Content or you otherwise have all necessary rights to post such User Content, (c) you authorize HTI to use such User Content for the purposes described in these Terms, (d) the User Content is accurate and not misleading or harmful in any manner, and (e) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation or third party right.
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about HTI, the Sites or the Products (collectively, “Feedback”). Feedback is nonconfidential and shall become the sole property of HTI. HTI shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose whatsoever.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless HTI, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “HTI Parties”), from and against all actual or alleged HTI Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any use or misuse of the Sites, Content or Products by you or any third party you authorize to access or use such Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, and (e) your violation of the rights of another. You agree to promptly notify HTI of any third party Claims, cooperate with the HTI Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that the HTI Parties shall have control of the defense or settlement of any third party Claims.
This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and HTI.
These Terms shall be governed by the laws of the Commonwealth of Massachusetts. The headings herein are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver by HTI of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver but shall apply solely to the instance of the waiver.
You shall not delegate any duties nor assign any rights or claims under these Terms without HTI`s prior written consent, and any such attempt at delegation or assignment shall be void.
21. Compliance with Laws
You shall carry out the transactions contemplated by this sale and shall otherwise deal with the products sold in conformity with all applicable laws, rules, and regulations of all governmental authorities, including, without limitation, the Foreign Corrupt Practices Act, the Export Administration Act, and shall obtain all permits and licenses required in connection with the purchase, installation, sale, shipment or use of any of the Products or Services. You represent and warrant that you are buying products or services from the Sites for your own personal or household use only, and not for resale or export.
22. Dispute Resolution and Binding Arbitration
YOU AND HTI ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 22. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
If you prevail on any claim that affords the prevailing party attorneys` fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR HTI WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person`s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
23. Mobile App Acknowledgements
- a. You acknowledge that HTI does now or may in the future provide access to certain portions of the Sites or Content as part of software applications that are obtained from the Apple App Store, the Google Play store, or other similar third party online locations that allow for the downloading of software applications.
- b. This Agreement incorporates by reference the Licensed Application End User License Agreement (the “LAEULA”) published by Apple, Inc. (located online at: https://www.apple.com/legal/itunes/appstore/dev/stdeula/), which you hereby acknowledge having read and understood. For purposes of this Agreement, the software obtained from HTI through the Apple App Store is considered the “Licensed Application” as defined in the LAEULA and HTI is considered the “Application Provider” as defined in the LAEULA. If any terms of this Agreement are in conflict with the terms of the LAEULA, the terms of the LAEULA shall control solely to the extent of such conflict.
- c. As between HTI and Apple, Inc. or Google Inc., HTI is solely responsible for the software applications and any content contained therein. You acknowledge that Apple, Inc. and Google Inc. have no obligation whatsoever to furnish any maintenance and support services with respect to the software.
- d. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government “watch list” of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.