Lily&Strum, Inc. (“L&S”) provides the Services (defined below) to you subject to the following Terms of Service (“TOS”), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://www.lilyandstrum.com/terms-service. By accessing and using the Services, you accept and agree to be bound by the terms and provision of the TOS. L&S may also offer other services that are governed by different Terms of Service. In such cases the other Terms of Service will be posted on the relevant Services to which they apply.
L&S provides users with access to services which may be accessed through any various medium or device now known or hereafter developed (the “Services”). You also understand and agree that the Services may include advertisements and third party content and that these advertisements and third party content are necessary for L&S to provide the Services. You also understand and agree that the Services may include certain communications from L&S, such as Services announcements, administrative messages and reminders, and that these communications are considered part of L&S membership. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new L&S properties, shall be subject to the TOS.
The Services may contain features that enable various third-party services (such as social media services like Facebook and Twitter) to be directly integrated into your L&S account. To take advantage of these features, you will be required to register for or log into such third-party services on their respective websites. By enabling third party services within the Services, You are allowing L&S to pass your log-in information to these third-party services for this purpose.
In consideration of your use of the Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the L&S Services’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or L&S has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, L&S has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). Any use or access to the Services by anyone under 13 is strictly prohibited.
Your L&S account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users. If you open a L&S account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this TOS, and that you agree to this TOS on the entity’s behalf. By connecting to L&S with a third-party Services, you give us permission to access and use your information from that Services as permitted by that Services, and to store your log-in credentials for that Services. Accounts are registered solely to you personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances.
You may never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify L&S immediately of any breach of security or unauthorized use of your account. L&S will not be liable for any losses caused by any unauthorized use of your account.
You may control your user profile and how you interact with the Services by changing the settings in your “Account” page. By providing L&S your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your “Account” page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
Registration Data and certain other information about you are subject to our applicable privacy policy. For more information, see the full L&S Privacy Policy at http://www.lilyandstrum.com/privacy-policy. You understand that through your use of the Services you consent to the collection and use (as set forth in the applicable privacy policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by L&S and its affiliates.
L&S shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your data. These safeguards include encryption of your data in transmission (using SSL or similar technologies), except for external third party integrations that do not support encryption, which you may link to the Services at your choice.
You agree that L&S can access your account information in order to respond to your Services requests and/or as necessary, in L&S’s sole discretion, to provide you with the Services. L&S will not disclose such data except if compelled by law, permitted by you, or pursuant to the terms of the L&S Privacy Policy, which is available at http://www.lilyandstrum.com/privacy-policy and is incorporated into these TOS.
The Privacy Policy governs L&S’s treatment of any information, including personally identifiable information, you submit to L&S. The Privacy Policy is incorporated into this TOS by reference.
Unless otherwise agreed to in writing by L&S, the Services are made available on a pay-as-you-go basis and is charged at the start of your elected subscription term (generally monthly, quarterly or annually). Your subscription will renew automatically based on your plan’s renewal cycle. The Services provides an interface for the account owner to change credit card information (e.g., upon card renewal).
Except as provided below, regardless of your billing cycle, there are no refunds or credits for partial terms or refunds for unused time if you close your account before the end of your subscription period.
By becoming a subscriber of the Services and submitting your credit card information to L&S, you authorize L&S to store your payment card information and to charge the billing source you have provided for your account according to the subscription plan until your account is terminated.
If you fail to pay your subscription fee on time, or if your credit card payment information is entered in error or does not go through for processing and you do not update payment information upon L&S’s request, your entire subscription may be suspended or cancelled. Even after your subscription is suspended or cancelled, you will still have access to the Services, and you will be able to access your account information to restore your access to the Services by providing a proper billing source. After your subscription is terminated, L&S will keep your current account settings on file for 90 days. After that time, L&S reserves the right to remove such settings from L&S’s servers with NO liability or notice to you.
Unless otherwise stated, L&S’s charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against L&S based on its income. L&S will invoice you for such Taxes if L&S believes it has a legal obligation to do so.
L&S shall maintain all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, including rights in and to the Services, L&S Marks and L&S Data (collectively, “Intellectual Property Rights”). The rights granted to you to use the Services under these TOS do not convey any additional rights in the Services, or in any Intellectual Property Rights associated therewith. “L&S Data” means any data, including without limitation metadata, relating to the use of the Services, such as data schema, specific facts and other similar information collected by L&S and made available via the L&S Interface. “L&S Interface” means the web based interface, provided and hosted by L&S that allows you to access and view the L&S Data.
You acknowledge and agree that the Services and any necessary software used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in advertisements or information presented to you through the Services or by advertisers is protected by copyrights, trademarks, Services marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by L&S or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Services, such content or the Software, in whole or in part.
L&S grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by L&S for use in accessing the Services.
You own the information you provide L&S or input on third-party websites through the Services. You grant L&S a nonexclusive, revocable, worldwide, perpetual, unlimited fully paid up and royalty-free right to L&S to use copy, prepare, remove, retain, add, process, analyze and prepare derivative works of the foregoing described information and publish or distribute such derivative works, subject to L&S’s confidentiality obligations as set forth in L&S’s Privacy Policy. By providing information to L&S or to third-parties through the Services, You represent and warrant that you are entitled to and authorized to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights.
By submitting ideas, suggestions, documents, and/or proposals (“Feedback”) to L&S through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Feedback do not contain confidential or proprietary information; (b) L&S is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) L&S shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (d) L&S may have something similar to the Feedback already under consideration or in development; (e) your Feedback automatically become the property of L&S without any obligation of L&S to you; and (f) you are not entitled to any compensation or reimbursement of any kind from L&S under any circumstances.
You acknowledge that there may be interruptions in Services or events that are beyond L&S’s control. While L&S uses reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of L&S’s control, Services access may be interrupted, suspended or terminated. You further understand that there may be interruptions in Services or events on third-party sites that will impact your use of the Services (defined below) and that are beyond L&S’s control to prevent or correct. Interruptions in the Services that are beyond L&S’s control shall not serve as a basis to terminate your subscription or demand a full or partial refund of any prepaid fees.
You agree to indemnify and hold L&S and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the Services, your use of the Services, your connection to the Services, your violation of the TOS, or your violation of any rights of another.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Services.
L&S reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that L&S shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).
You may terminate your L&S account, any associated email address and access to the Services by submitting such termination request to L&S. If you voluntarily cancel your account, or allow your account to lapse, you may reactivate that account at any time.
You agree that L&S may, without prior notice, immediately terminate, limit your access to or suspend your L&S account, any associated email address, and access to the Services. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b)requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the Services. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in L&S’s sole discretion and that L&S shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Services. If L&S has previously terminated your account for any reason, L&S further reserves the right, in its sole discretion, to prohibit you from reactivating such accounts or creating a new account on the Services.
Termination of your L&S account includes any or all of the following: (a) removal of access to all or part of the offerings within the Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the Services.
Your correspondence or business dealings with, or participation in promotions of, advertisers and vendors found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or vendor. You agree that L&S shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or vendors on the Services.
The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that L&S is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that L&S shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such Services or resource.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICES AND SOFTWARE ARE AT YOUR SOLE RISK. THE SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. L&S AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. L&S AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM L&S OR THROUGH OR FROM THE SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT L&S AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, 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 L&S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (E) ANY OTHER MATTER RELATING TO THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 15 AND 16 MAY NOT APPLY TO YOU.
You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS.
L&S may provide you with notices, including those regarding changes to the TOS, including by but not limited to email, regular mail, SMS, MMS, text message, postings on the Services, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate this TOS by accessing the Services in an unauthorized manner. Your agreement to this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the Services in an authorized manner.
You agree that all of L&S’s trademarks, trade names, Services marks and other L&S logos and brand features, and product and Services names are trademarks and the property of L&S Inc. (the “L&S Marks”). Without L&S’s prior permission, you agree not to display or use in any manner the L&S Marks.
L&S respects the intellectual property of others, and we ask our users to do the same. L&S may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide L&S with the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of where the material that you claim is infringing is located on the Services;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
L&S can be reached as follows:
By mail: 111 N. Whitfield St., 3rd Floor, Pittsburgh, PA 15206
By phone: (412) 656-5108
By fax:
By email: info@lilyandstrum.com
Entire Agreement. The TOS constitutes the entire agreement between you and L&S and governs your use of the Services, superseding any prior version of this TOS between you and L&S with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Services, affiliate services, third-party content or third-party software.
Choice of Law and Forum. You and L&S each agree that the TOS and the relationship between the parties shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOS, or the relationship between you and L&S, shall be brought exclusively in the courts located in the county of Allegheny, Pennsylvania or the U.S. District Court for the Western District of Pennsylvania. You and L&S agree to submit to the personal jurisdiction of the courts located within the county of Allegheny, Pennsylvania or the Western District of Pennsylvania, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
Waiver and Severability of Terms. The failure of L&S to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that your L&S account is non-transferable and any rights to your L&S ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the TOS are for convenience only and have no legal or contractual effect.
