Privacy Policy

v1 | Effective Date: January 6, 2019


 

This Privacy Policy (this “Policy”) describes the privacy practices of Ordering Supplies Inc. (“Cut+Dry”, “we”, or “us”) with respect to information collected when users use, access or otherwise interact with [cutanddry.com] and any related web sites (the “Sites”) and any services, mobile applications, and products of Cut+Dry (collectively, including the Sites, the “Services”) that reference this Policy and how we use and share it. By using the Services (including the Sites) you consent to the terms of this Policy.

  

We may change this Policy from time to time. If changes are made, notification will happen by posting the updated policy to the Sites and revising the “Updated” date. The most current version of this Policy will be effective at the time it is posted. By continuing to access or use the Sites or Services after those changes become effective, you agree to be bound by the revised Policy.

 

BY ACCESSING ANY OF THE SERVICES YOU AGREE TO BE BOUND TO ALL THE TERMS OF THIS POLICY.

 

This Policy covers the following areas:

I. Information We Collect

II. How We Use Your Information

III. How We Share Your Information

IV. Cookies and Other Data Collection Tools

V. Data Security

VI. Data Retention

VII. Children

VIII. Third Parties We Don’t Own or Control

IX. How To Manage Your Privacy Settings

X. Amendments

 

I. Information We Collect

Cut+Dry collects information from users in connection with the Site and Services. We collect both Personal Data and Non-Personal Information. “Personal Data” means information that relates to you and identifies you personally, either alone or in combination with other information available to us. Examples of Personal Data are a name, an online identifier, a contact address, social media reviews and ratings, and precise Location Data. “Non-Personal Information” means information that is aggregate, anonymous, practicably de-identified, or otherwise does not reveal your identity. Some examples could include age, annual income, gender, browser, IP addresses, hardware model, operating system and version, time spent using our Services, web pages visited, and advertising identifiers (such as the Apple Identifier for Advertising (IDFA) and Google Advertising ID (AAID)).

To use our Services on a commercial basis, you must register with us and we collect directly or indirectly (such as through a third party application) certain registration and demographic details (e.g., name, username and password, email address, phone number, date of birth, personal interests and location (e.g., country), information about your company, job function and other similar details, and login and technical information (“Account Information”)).

Additionally, when you use our Site or Services, Personal Data and Non-Personal Information may be collected as follows:

  • When interacting with our Services, data may be automatically collected by the technology platforms providing the experiences, including without limitation information about the Sites and Services that you visit and how you use them and any GPS-based, Wi-Fi-based, or cell-based location information (“Location Data”), and any other identifier that permits direct identifying, locating, or contacting of the device or user. Your web browser or mobile device may share certain data with Cut+Dry as those devices interact with Cut+Dry Sites or Services. This data includes: Device IDs, network access, storage information and battery information as well as cookies, IP addresses, referrer headers, data identifying your web browser and version, the date and time of the visit and how long you remained on our Sites or Services, and web beacons and tags. Location Data may include the presence of the device, its signal strength and mobile network information, its manufacturer (Apple, Samsung, etc.) and model, and information about the device’s interaction with the Services or business services. The information we collect automatically may or may not include Personal Data, but we may maintain it or associate it with Personal Data we collect in other ways or receive from third parties.
  • If you correspond with us we collect records about your correspondence (including e-mail addresses).
  • When you carry out any transactions through the Services (such as product orders) on a commercial basis, we collect purchase and browsing data, such as information regarding a completed purchase (payment amounts and methods, billing and shipping information, and other transaction information). You may be required to provide financial information before placing an order through our Services. Non-Personal Information (such as browsing order and products removed from a shopping cart) may also be collected. We may associate purchase and browsing information to an account you have registered with us and combine it with information relating to all interactions with us.
  • If you engage with us through a social media account, we may collect account or profile information associated with that account. To the extent you connect an account managed by third parties such as social media sites (e.g., Facebook) with a Cut+Dry account, you authorize Cut+Dry to have access to information related to that account (as permitted by the terms of service of your account with that social media site) and agree that Cut+Dry may collect, store and use such information in accordance with this Policy.
  • If you participate in or utilize, as applicable, contests, sweepstakes, loyalty programs, surveys, discounts, or promotional sales (“Promotions”) being offered by Cut+Dry, we may collect contact, demographic and eligibility information or other Personal Data. Promotions may also be run by a Cut+Dry service provider or co-branded with one of our business partners. In such instances, Personal Data may be collected directly by and/or shared with Cut+Dry, the service provider and/or business partner via print, website, mobile applications or other means. Personal Data associated with a Promotion may be shared with partners that sponsored or were involved with the Promotion.
  • We collect Personal Data relating to your interactions with advertising on the Site and Services or Cut+Dry online communities. We may collect your Personal Data when you click on advertisements, submit content, make reviews, or contribute to message boards, comment fields, blogs, and other media forums sponsored by or affiliated with Cut+Dry.
  • We may also collect information about you from third parties, including but not limited to third-party verification services, credit bureaus, mailing list providers, and publicly available sources.

Personal Data we collect may be stored and processed in the United States or any other country in which Cut+Dry or its affiliates, subsidiaries, agents, or third party service providers maintain facilities and/or infrastructure,

 

II. How We Use Your Information

We use the information we collect to:

  • Provide the Sites and Services, such as providing information on Cut+Dry products and services, processing orders and providing status updates, enabling third parties to fulfill products or services that a Cut+Dry customer has ordered, troubleshooting support issues, answering customer service requests, and facilitating use of our Site or Services.
  • Customize experiences on our Services and gain insights into our customers and communities. We use Personal Data and Non-Personal Information to present products and content tailored to you, your interests and location. We also use Personal Data to better understand our customers and other individuals who access our Sites and Services which helps us develop more interesting and relevant products and services and to improve our Sites and Services.
  • Promote Cut+Dry’s business through advertising and marketing activities to you and others. We may use Personal Data and Non-Personal Information in connection with advertising and online and offline marketing campaigns, to provide you with information on the products and Services that we think are most relevant to or appropriate for you and to track the success of our marketing activities
  • Use information collected from you in connection with a job application or inquiry (such as resume) for the purpose of employment consideration, availability or otherwise.
  • Use your information to respond to requests for support, online services, product information or to any other interaction you initiate. Irrespective of your privacy settings, we may send you notifications pertaining to the performance of the Sites or Services, changes to the Sites or Services, updates to your commercial account (including expiration and renewal notices), revisions of our Terms of Use or this Privacy Policy or formal communications relating to products or Services you have purchased or use on a commercial basis.
  • In connection with Promotions we may use Personal Data to verify identity, communicate with you about the Promotion or about other offers, conduct market research, and ask you questions relating to the Promotion. If you participate in questions and surveys regarding the Promotion we may share your responses with business partners for their own market research and communication purposes. To opt-out of this kind of collection and sharing, you can decline to answer these kinds of questions or decline to participate in the challenge or survey altogether.
  • Improve our Site and Services and other Cut+Dry products or services, or to make the Sites and Services easier to use by, for example, eliminating the need for you to repeatedly enter the same information, or customizing our Site or Services (or other sites or services) to your particular preference or interests.
  • Analyze trends and statistics and otherwise monitor usage and performance of the Sites and Services, engage in business transactions, including the purchase, sale, lease, merger, amalgamation or any other type of acquisition, disposal, securitization or financing involving Cut+Dry, comply with any applicable legal or regulatory requirements, for sales, supply chain and financial analysis purposes, and to carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
  • Protect the integrity of our Services, employees and users, to identify and prevent error, negligence and fraud, to audit compliance with and enforce our agreements, and to resolve disputes.
  • We may combine Personal Data with information we receive from joint marketing partners, public databases, publicly available pages on social media platforms and other third parties, to give us better consumer insight into your needs, help us tailor our communications with you, deliver marketing messages to you and improve our business. For example, we may obtain updated email address information from email-change-of-address vendors or purchase third-party marketing data and address information and add it to our database to send you offline marketing materials, better direct our advertising and provide pertinent offers we think you are more likely to be interested in.
  • For any other purpose with your consent.

 

III. How We Share Your Information

Cut+Dry works with third parties to help provide the Sites and Services and maintain and improve its services and business and we may share Personal Data with those third parties to further these efforts. Without limiting the foregoing (and to the extent permitted by applicable law), Cut+Dry will share Personal Data with third parties with your consent as well as in the following circumstances:

Cut+Dry Affiliates. Cut+Dry may share information it collects with its direct and indirect parent and subsidiary companies and other affiliates. Those affiliates may use this information to improve and promote their businesses and services and offer you products and services that may of interest to you and for any other purposes outlined above.

Partners and SuppliersCut+Dry may (a) connect you with, and coordinate the provision of services and products to you through, third party partners and suppliers and (b) partner with third parties in order to promote, support, enable or expand Cut+Dry’s business and products and services or enable those third parties to deliver content or advertise the products and services of Cut+Dry. In connection with certain transactions, we may disclose some or all of your personal information to suppliers, financial institutions, government entities, and shipping companies or postal services involved in fulfillment. We may share Personal Data with those service providers and partners and they may have access to or process your Personal Data. For example, Cut+Dry may use third-party providers to assist us with delivering, marketing and advertising products and services to you, processing payments, and delivering customer service and support. In addition, with your knowledge and consent, our Services may gather and transfer information from other applications, functions and tools within your mobile device.

Joint Marketing. From time to time Cut+Dry might establish joint marketing relationships with other persons or entities whom we believe trustworthy and have privacy practices that are consistent with ours. In such cases and where permitted by applicable law we might exchange, share and/or cross-reference information, including information about you that will enable such persons or entities to contact you regarding products and services that may be of interest to you.

Aggregate and De-Identified Information. We may share Personal Data in aggregated or de-identified formats, such as the “Usage” and “Demographic and Profile” information described above or information created from Personal Data by removing direct personal identifiers, to third parties for any purpose to the extent not prohibited by law. For example, we may disclose the number of users that have been exposed to, or clicked on, advertising banners. This Policy does not limit our use or disclosure of any aggregate or de-identified information created from Personal Data in any way, and we reserve the right to use, disclose, and sell de-identified information (including de-identified information combined with non-scrubbed information that is not your personally identifiable information) to our partners, advertisers, Cut+Dry users, and other third parties at our discretion to the extent permitted by law. “De-identified” means Cut+Dry has taken reasonable precautions to protect data de-identified from you from being re-identified to you. 

Business Transfers. Cut+Dry may share Personal Data with third parties in connection with, or during the negotiation of, any merger, sale of company stock or assets, financing, acquisition, divestiture, or dissolution of all or a portion of our business. In the event Cut+Dry sells certain of its assets or goes through a structural change, such as a merger, acquisition by another company, bankruptcy, insolvency, or dissolution, Personal Data may be transferred to a third party as part of such event and thereby become subject to the privacy practices of that third party, which may materially different than those of Cut+Dry.

Disclosure through the Site or Services. Consistent with the purpose of the Site and Services, we may disclose information you provide to us to other users of the Site or Services. Accordingly, we may share information about you with people you are connected to through the Site or Services (e.g. your employees, employers, and co-workers) for the purpose of facilitating the Services.

Disclosure for Other Reasons.  We may disclose Personal Data to third parties if we determine in good faith that such disclosure is necessary to enforce or apply Cut+Dry’s agreements, comply with the law or judicial instructions and related orders, or protect the rights, reputation, or property of Cut+Dry or those of our customers, affiliates, or the public.

 

IV. Cookies and Other Data Collection Tools

Cut+Dry, its affiliates and our partners may send cookies – small data files placed on a device’s hard drive or memory – to user’s devices in order to, among other things, identify the status of the user, customize the Sites and Services, and mitigate risks and the potential for fraud. In addition, in the course of serving advertisements to the Sites and Services, our third-party advertisers may place or recognize a unique cookie on browsers. Cookies can be removed or blocked in accordance with the browser’s help directions, but in doing so the Sites and Services may require a user to repeatedly identify herself and otherwise interfere with use of the Sits and Services. We may also collect information using web beacons (objects embedded in a web page or email which are used to check if a user has accessed content). Further, if you view a web page created by a third party or use an application created by a third party, those third parties may use their own cookies or web beacons that are not subject to Cut+Dry’s control or this Policy. Cut+Dry does not respond to “do not track” browser signals or other mechanisms that provide consumers with choice regarding the collection of tracking information and allow third parties operating on the Services to collect personally identifiable information about and/or track your behavior on the Services and across websites.  We use third party cookies on our Service as well. 

 

V. Data Security

Cut+Dry takes precautions to secure your Personal Data and protect it from loss, theft, unauthorized access, destruction, use, modification and disclosure. However, please note that Cut+Dry’s security measures may change or be unavailable from time to time and no data transmission over the Internet or any wireless network is 100% secure, so we cannot guarantee the security of Personal Data.

 

VI. Data Retention

Cut+Dry will retain Personal Data for so long as it continues to be useful in connection with providing or improving Cut+Dry’s Sites and Services and product offerings and this Policy, except if required otherwise by applicable law. We may further retain and use data as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

 

VII. Children

The Sites and Services are intended for general audiences and is not directed to persons less than 13 years of age and we do not knowingly collect personal information from those persons. If you become aware that personal information about your child has been provided to Cut+Dry without your consent, please contact us.

 

VIII. Third Parties We Don’t Own or Control

This Privacy Policy does not apply to the practices of companies that we do not own or control or to people that we do not employ or manage. For example, if you choose to pay through a third-party mechanism offered on our Services, the information you choose to share with that third-party will be treated in accordance with that third-party’s privacy policy. This Policy does not apply to, and we are not responsible for, for the content of such third party features or the privacy practices, including third-party cookies, web beacons, or other tracking technologies, of such third parties. We encourage you to read the privacy policies of each and every device, website, and service that you use.

 

IX. How You Can Manage Your Information

If your Account Information changes, you may update or delete and deactivate certain aspects of your Account Information by signing into and managing your Cut+Dry account or, if your account does not so permit, by contacting us at support@cutanddry.com. As a consumer (if applicable) you have the ability to unsubscribe to promotional emails or text messages by following the instructions in those emails or text messages. If you unsubscribe it may take up to 10 business days before you stop receiving promotional emails and Cut+Dry may still send you non-promotional communications.

Under law (California Civil Code Section § 1798.83) California residents may request certain details about information we disclose to third parties for direct marketing purposes (if applicable). If you are a California resident and would like to request this information, please contact us at [support@cutanddry.com.] or write to us at Ordering Supplies Inc., 228 Hamilton Ave., 3rd Floor, Palo Alto, CA 94301.

If you are a resident of certain jurisdictions, under law your consent to use or share your personal information for the additional marketing purposes identified above is optional and is not required as a condition of obtaining the Services. If you are a resident of such jurisdiction and do not want your personal information to be used or shared for these additional purposes, please contact the Cut+Dry Privacy Office at the address set out below.

Phone: [  ]

Email: support@cutanddry.com

Write: Ordering Supplies Inc., 228 Hamilton Ave., 3rd Floor, Palo Alto, CA 94301

You may request a correction to your personal information by writing to the Cut+Dry Privacy Office.

 

X. Amendments

We may change this Policy from time to time. The most current version of this Policy will be effective at the time it is posted. By continuing to access or use the Sites or Services after those changes become effective, you agree to be bound by the revised Policy. If you have a registered account, we may notify you of any changes to our Privacy Policy via email and/or we may ask you to affirmatively acknowledge and consent to the changes the next time you use our Sites or Services.

Terms of Service

v1 | Effective Date: January 6, 2019


 

These Site Terms of Use (these “Terms”) govern your use of [cutanddry.com], and any other websites operated by Ordering Supplies Inc. (“Cut+Dry,” “we,” “us,” or “our”) that reference these Terms (the “Sites”). These Terms, together with the other agreements and policies explicitly included as part of these Terms (such as Cut+Dry’s Privacy Policy (the “Privacy Policy”)) constitute the entire agreement between you and Cut+Dry regarding your use of the Sites.

By using the Sites, you represent and warrant to us that you are at least 18 years old (or at least 13 years old and your parent or guardian has agreed to the Agreement on your behalf) and have the legal capacity to contract, and your use of the Sites is and will comply with all applicable laws and regulations.

Please note that by using the Sites you (or, if applicable, your parent or guardian on your behalf) enter a legally binding contract with Cut+Dry based on the Terms (as updated from time to time). FURTHER THESE TERMS INCLUDE PROVISIONS (DESCRIBED IN MORE DETAIL BELOW) THAT LIMIT OUR LIABILITY AND REQUIRE INDIVIDUAL ARBITRATION FOR ANY POTENTIAL LEGAL DISPUTE.

 

Privacy

By using the Sites you consent to the collection, use, and sharing of personal information (as described in the Privacy Policy), including the transfer of personal information to the United States and/or other countries for storage, processing, and use by Cut+Dry.

 

IP Rights 

The Sites and the content residing thereon are owned by Cut+Dry or its affiliates or business partners, or are used by us with express permission. Such content includes the text, software, scripts, graphics, photos, sounds, interactive features, visual interfaces, design, compilation, information, data, computer code (including source code or object code), products, services, and the trademarks, service marks, trade names, and logos (“Marks”) contained in the Sites (collectively, “Cut+Dry Content”). Unless otherwise noted, the Sites and Cut+Dry Content included on the Sites, including images, illustrations, designs, icons, photographs, video clips and written and other materials, are subject to copyright, trademark, and other intellectual property rights under United States law, the law of the jurisdiction where you reside, and international conventions protected by United States and international copyright laws. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to Cut+Dry or the Sites will, as between you and Cut+Dry, be and remain the sole and exclusive property of Cut+Dry. You may not display or reproduce the Marks in any manner without the prior written consent of Cut+Dry, and you may not remove or otherwise modify in any manner any trademark notices from any content offered or received through the Sites.

You retain any intellectual property rights in any copyrighted materials and trademarks contained in User Content (defined below) or any feedback regarding Cut+Dry or the Sites (such as input and suggestions regarding problems with or proposed modifications or improvements to the Services) or other communications you submit to us (collectively, “User Submissions”); however, you grant the Cut+Dry and its company affiliates a fully paid, perpetual, irrevocable, non-exclusive, worldwide right and license to host, store, transfer, display (publicly or otherwise), perform, reproduce, modify, distribute, use, adapt, commercialize, create derivative works of and otherwise exploit User Submissions (including any facts or concepts contained in User Submissions) in connection with any and all Sites. You also grant the Cut+Dry and its company affiliates the right to use any information, including personal information, included with any User Submission for the use or distribution of that User Submission, subject to the Privacy Policy. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of submitted material, including any User Submission or part of a User Submission. By posting User Submissions on public portions of the Sites or sharing User Submissions with other users of the Sites, you grant those users a non-exclusive license to access and use those User Submissions as permitted by the Agreement and the functionality of the Sites. These licenses survive termination of the Agreement.

The rights you grant in the foregoing license are for the purposes of allowing Cut+Dry to operate and allow other users to use the Sites in accordance with their functionality, improve the Sites, and develop new Sites. Cut+Dry may retain User Submissions for backup, archival, audit or legal purposes to the extent permitted by law. Furthermore, Cut+Dry may retain and continue to use, store, display, reproduce, share, modify, create derivative works, perform, and distribute any of User Submissions that otherwise has been stored or shared through the Sites. Accordingly, note that the above license to your User Submissions continues even if you stop using the Sites. 

 

Limited License and Access

The Sites are licensed, not sold, to you for use only under the terms of the Agreement. Subject to your compliance with the terms and conditions of the Agreement, Cut+Dry grants you a limited, revocable, non-transferable license to access and use the Sites and Cut+Dry Content for your own personal, noncommercial purposes provided that you do not (nor permit any third party in your control to): 

  • copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, attempt to derive the source code of, grant a security interest in, or otherwise commercially exploit any right in or portion of the Sites or Cut+Dry Content;
  •  access, monitor, scrape, or copy (via, for example, deep-link or any robot, spider, web crawler, extraction software, automated process, or other device) any Sites data or material and/or incorporate it into a separate database, archive/cache it, etc.
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
  • Violate any applicable laws or regulations;
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.

 

Content You Submit to Cut+Dry

From time to time Cut+Dry may make available on the Sites bulletin boards, chat rooms, comment areas, billboards, forums, news groups, postings sections or similar communications facilities. These functions may enable you and others to submit content, such as reviews, images and postings (“User Content”). Submissions of User Content by visitors to certain parts of the Sites may be public and posted in public areas. User Content is intended to enhance the experience of the Sites, however, it should not be understood as to be endorsed by or necessarily represent the views of Cut+Dry. Cut+Dry disclaims any duty to review or modify User Content, and any responsibility for either the effects of harmful files, such as malware, that may be contained in that User Content, or for conduct by users or any third parties in connection with User Content submitted by them or you. Cut+Dry (without promising to do so) may decide it is in Cut+Dry’s best interests to block, remove, modify, or simply not post any User Content, including reviews or ratings, for any reason determined by Cut+Dry in its sole discretion at any time and may not notify you if it does so. If you decide to submit User Content, you promise you have the right to provide that User Content, which means: you are the creator and owner of the User Content, or the User Content is not protected by copyright law, or you have express permission from the copyright owner to use the User Content in connection with the Services; and you have the necessary licenses, rights, consents, and permissions to authorize Cut+Dry and users of the Sites to use and distribute your User Content as necessary to exercise the licenses granted by you in these Terms.

You: (a) agree that any User Content you provide in may be read, collected, and used by others who access the User Content, (b) agree to indemnify Cut+Dry and its indirect or direct subsidiary, parent, or affiliate companies or any of their employees, officers, directors, licensors, and agents (collectively, with Cut+Dry, the “Cut+Dry Entities”) from all claims relating to your User Content, and (c) to the fullest extent permitted by applicable law, irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution regarding your User Content brought against the Cut+Dry Entities and our and their users to the extent relating to use of the User Content for the Sites or as otherwise expressly permitted under the Agreement. If you feel that User Content should be removed, please let us know, and Cut+Dry has the right, but not the obligation, to review such User Content, and ultimately it will be Cut+Dry’s decision (subject to any countervailing laws) on whether to take any action related to your request.

 

Digital Millennium Copyright Act

Cut+Dry expects all users to respect the intellectual property rights of others. Cut+Dry may remove material that appears in its sole discretion to infringe upon the intellectual property rights of others and we will terminate the access rights of any repeat infringer. 

If you believe an issue copyright infringement should be brought to our attention, please provide us with the following information:

  • identification of the work or material being infringed;
  • a description of the material that you claim is infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence;
  • your name, address, telephone number, and email address;
  • a statement that you have a good faith belief that the use of those materials on the Sites is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your notice must be signed (electronically or physically) and addressed as follows:

Ordering Supplies Inc.

ATTN: Copyright Agent

228 Hamilton Ave., 3rd Floor
Palo Alto, CA 94301

 

Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

 

Dealings with Third Parties

The Sites may contain links to third-party websites, enable you to log in to the Sites via various online third-party services, or display advertisements and promotional material of goods and services offered by third parties (“Third Party Services”). By linking or otherwise displaying information from or providing access to any Third Party Services, Cut+Dry gives no representation, warranty, or endorsement, express or implied, regarding the legality, accuracy, quality, or authenticity of content, information, products or services provided by those Third Party Services. Further, the way Third Party Services (including social networking services) use, store, and disclose your information is governed solely by the policies of those Third Party Services, and we have no liability or responsibility for the privacy practices or other actions of any third-party website or service that may be enabled within the Sites. Conduct any diligence you feel necessary before engaging online or offline with any of these third parties. Cut+Dry disclaims all responsibility or liability for any harm resulting from your use of Third Party Services, including harm relating to payment, delivery or performance of related goods or services, and you irrevocably waive any claim against Cut+Dry regarding the content, products or operation of any Third Party Services. 

 

Disclaimer

THE SITES AND ALL CONTENT CONTAINED ON THE SITES, INCLUDING TEXT, GRAPHICS, AND LINKS, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION OR WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, CUT+DRY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, CUT+DRY DOES NOT REPRESENT OR WARRANT THAT THE SITES OR CONTENT ACCESSIBLE VIA THE SITES IS ACCURATE, TIMELY, COMPLETE, OR CURRENT, AND YOU MAY NOT RELY ON THE SITES OR CONTENT. 

In addition, User Content, including advice, statements, or other information is not produced by Cut+Dry, and should not be relied on without independent verification. User Content, whether publicly posted or privately transmitted, is the sole responsibility of the user from whom such User Content originated. 

To the fullest extent permitted by applicable law, we do not warrant that (i) the Sites will meet your requirements, (ii) the operation of the Sites will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. No advice or information, whether oral or written, obtained from other users or through the Sites, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Sites is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND CONDITIONS IN SOME CASES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

 

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE CUT+DRY ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITES; (D) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OR USER USING THE SITES, INCLUDING WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; (E) DAMAGES IN ANY MANNER RELATING TO ANY THIRD PARTY SERVICES ACCESSED VIA THE SITES; AND/OR (F) DAMAGES RELATING TO ANY UNAUTHORIZED ACCESS TO OR USE OF CUT+DRY’S SYSTEMS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION (IF APPLICABLE) STORED ON THOSE SYSTEMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CUT+DRY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. EXCEPT AS PROVIDED IN THE ARBITRATION SECTION OF THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE CUT+DRY ENTITIES, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO TWENTY FIVE DOLLARS (US $25.00).

If you are a resident of California: You waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, YOU ALSO WAIVE ANY PROTECTION THAT MAY EXIST UNDER ANY COMPARABLE OR SIMILAR STATUTES OR PRINCIPLES OF COMMON LAW APPLICABLE IN JURISDICTIONS OTHER THAN CALIFORNIA.

 

Termination

Notwithstanding any of these Terms, we reserve the right, without notice or attendant liability, and in our sole discretion, to terminate or suspend your right to use these Sites, and to block or prevent future your access to and use of the Sites for any reason or no reason. 

 

Governing Law

These Terms and the relationship between you and Cut+Dry shall be governed by the laws of the State of California as if you signed these Terms in California. The provisions of these Terms that conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent.

Consent to Arbitrate and Class Action Waiver 

To the fullest extent permitted by applicable law, you and Cut+Dry agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to your general use of the Sites under the rules of the American Arbitration Association (“AAA”). Please visit www.adr.org for more information about arbitration. 

Nothing in the Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the federal, state, provincial or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail, or by Federal Express (signature required) or, only if the other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Cut+Dry may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Cut+Dry must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

Any arbitration hearing will take place at a location to be agreed upon in San Mateo County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure), then the payment of all fees will be governed by the AAA rules. In that case, you will reimburse Cut+Dry for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA rules. Regardless of how the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

You also acknowledge and understand that, with respect to any dispute between you and Cut+Dry, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms or the Sites,  or any other aspect of our relationship: (a) You are giving up your right to have a trial by jury; (b) You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and (c) any action or proceeding by you relating to such dispute must commence within one year after the cause of action accrues or it is forever barred.

If Cut+Dry changes this arbitration provision, you may reject the change by sending Cut+Dry written notice within 30 days of the change, in which case your right to use the Sites may be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. If all or any part of this arbitration section is found to be unenforceable, then the remaining provisions of these Terms will remain in effect under the “Severability” clause below, and the exclusive jurisdiction and venue described above will govern any action arising out of or related to the Agreement.

This agreement to arbitrate will not preclude you or Cut+Dry from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Cut+Dry from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of Cut+Dry’s intellectual property rights.

If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in New York, New York, and you and we hereby submit to the personal jurisdiction and venue of these courts. In the event of any litigation or arbitration arising from or related to the Agreement, or the Sites provided, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation or arbitration.

 

Modifications and Service Monitoring

Cut+Dry may amend the Terms at any time with notice that we deem to be reasonable under the circumstances (each a “Revised Version”) by (i) posting revised Terms via the Sites, and/or (ii) notifying you of material changes, generally via email where practicable, and otherwise through the Sites. The Revised Version will be effective as of the time it is communicated, but will not apply retroactively. Your continued use of the Sites after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any dispute between the parties that arose before the effective date of a Revised Version is governed by the Terms (including the binding individual arbitration clause) that was in place when the dispute arose. 

Our Sites change from time to time and their form and functionality may change as we launch new products or features or make upgrades, patches or error corrections (“Updates”). We reserve the right to modify, suspend, discontinue or limit your access to or use of any part of the Sites (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. The Agreement will apply to any and all Updates to the Sites. We will have no liability because of any Update to the Sites or any suspension or termination of your access to or use of the Sites.

 

Excused Non-performance

Cut+Dry will not be liable or responsible to you, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and if failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Cut+Dry including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes, or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

 

Severability and Waiver

If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition. No waiver by any party of any of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or exercising any other right, remedy, power, or privilege. NOTHING IN THE AGREEMENT WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

 

Communications 

Cut+Dry may provide disclosures and notices regarding the Sites by posting it to one of the Sites or other electronic means. Those electronic disclosures and notices will have the same meaning and effect as if you were provided with physical copies. Those disclosures and notices are considered received by you within 48 hours of the time posted or emailed to you unless Cut+Dry receives notice of non-delivery. Review the applicable Sites regularly to review the prevailing disclosures and notices and check for updates. You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to any cellular telephone number you provide to us. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.

 

Entire Agreement

These Terms constitute the entire agreement between the user and Cut+Dry with respect to the Sites and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written with respect to the Sites. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved. You may not transfer or assign your obligations under the Agreement without Cut+Dry’s prior written consent. Cut+Dry may transfer or assign any or all part of its rights under the Agreement without restriction and has the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Sites.