Terms of Service
Last Updated: 12/23/2022
TERMS OF SERVICE AND CONDITIONS OF SALE
PLEASE CAREFULLY READ THESE TERMS OF SERVICE AND CONDITIONS OF SALE BEFORE PLACING AN ORDER ONLINE OR OTHERWISE USING THIS WEBSITE OR ANY OTHER SPACEMILK SERVICE. THESE TERMS CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
These Terms are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated" date referenced on the Website. You should review these Terms before purchasing any product or services that are available through this Website. Your continued use of this Website after the "Last Updated” date will constitute your acceptance of and agreement to such changes. You should periodically visit this page to review the current Terms so you are aware of any revisions.
BY ACCESSING OR USING THE WEBSITE, INCLUDING PLACING AN ORDER ONLINE FOR ANY PRODUCTS MADE AVAILABLE ON OR THROUGH THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND THAT THEY WILL BE ENFORCEABLE IN THE SAME WAY AS IF YOU HAD SIGNED THESE TERMS. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS HEREIN, YOU WILL NOT ACCESS OR USE THE WEBSITE OR OTHERWISE PLACE AN ORDER ONLINE FOR PRODUCTS.
- By using the Website or placing an order for Products, you affirm that you are of legal age to enter into these Terms, and you accept and agree to be bound by these Terms. You may not order or obtain Products from this Website if you (a) do not agree to the Terms, (b) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with Spacemilk, or (c) are prohibited from accessing or using this Website or any of this Website’s contents, goods, or services by applicable law. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.
- In order to use certain features of the Website and purchase Products, you may be required to create and register an account (“Account”). You must provide accurate, current, and complete information during the registration process and keep your Account up to date at all times. You are solely responsible for the confidentiality of your Account and password, as well as for its use and misuse. You must promptly inform us of any need to deactivate your Account, including if you become aware that your Account is compromised or being used without authorization. You will be responsible for any and all activities conducted through your Account including those activities that, if undertaken by you, would be deemed a violation of these Terms. We have the right to disable any Account, username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You may not share your Account(s) with others. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information, as we assume no responsibility for any consequences thereof.
- Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all Products listed in your order. All orders must be accepted by us, or we will not be obligated to sell the Products to you. Payment must be received by Spacemilk before Spacemilk’s acceptance of the order. Spacemilk may require additional information regarding your order if you have not provided all of the information required, and may cancel or limit an order any time after it has been placed. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered. Your order is expressly conditioned on your acceptance of these Terms. With respect to participation in Spacemilk’s subscriptions (as further described below), you expressly agree that by submitting your initial order, such order is an offer to purchase a subscription under these Terms and that you are agreeing to the terms of our auto-renewal subscription policy and understand our subscription cancellation policy. Once a properly completed order and a valid form of payment have been received, we will locate the item(s) you have ordered to place them in line for shipment. All items are subject to availability. We will promptly inform you if the Product(s) you have ordered are not available and we may offer you alternative Product(s) of equal quality and value.
- Prices and Payment Terms. All prices, discounts, and promotions, including those posted on the Website, are subject to change without notice. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in your order confirmation. Price increases will only apply to orders placed after such changes. Posted prices may not include taxes or charges for shipping and handling. Your final order total will include the appropriate state and local taxes. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. We accept credit cards for all purchases. 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 shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Website at the time of your order.
- Shipments; Delivery; Title and Risk of Loss. We will arrange for shipment of the Products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Unless otherwise noted, Spacemilk will use commercially reasonable efforts to ship products within a reasonable time after receipt of your properly completed order. Although Spacemilk may provide delivery or shipment timeframes or dates, you understand that those are Spacemilk’s good faith estimates and may be subject to change; shipping and delivery dates cannot be guaranteed. We are not liable for any delays in shipments. You further understand that product availability may be limited and particular products may not be available for immediate delivery, in which case the products will be delivered when they become available. Spacemilk may reject orders where the stated delivery address is outside the United States. Title and risk of loss pass to you upon our transfer of the products to the carrier.
- Product Representations. Spacemilk reserves the right to discontinue or change at any time without notice the specifications, content, messaging, products, and any other information, and prospectively change prices, on Products, in each case without incurring any obligation to you. While Spacemilk takes reasonable precautions to try to ensure that the prices quoted on the Website are correct, to ensure that the Website is complete, accurate, and current, and to describe the items available on the Website as accurately as possible and to depict the most up to date packaging, Spacemilk does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that product packaging depicted on the Website will match the actual product that you receive. If a product described on the Website is not as described when you receive it, or does not meet your expectations after 30 days of use, you agree that your sole remedy is to initiate a one-time refund via email at firstname.lastname@example.org. There is no need to physically return the product to us, in accordance with our Return Policy, for a refund or credit. Spacemilk’s descriptions of, or references to, products not owned by Spacemilk do not imply endorsement of that product, or constitute a warranty by Spacemilk. Any Product on this Website at a particular time does not imply or warrant that these Products will be available at any other time. Spacemilk makes no warranties, guaranties, promises, or statements as to the results that may be obtained or otherwise gained from the use of our Products.
- Use of Products. Spacemilk only accepts orders for personal use. Commercial resale of items offered on the Website is prohibited absent our express prior written consent. If Spacemilk discovers that you are placing orders with the intent to resell items offered on the Website or are otherwise using or intend to use the products inappropriately or illegally, we may take any or all of the following actions: (i) immediately cancel your order, (ii) suspend or terminate your Account, and (iii) pursue any and all available legal remedies from you under applicable law. To the extent your conduct may violate applicable laws, we may also report you to federal, state and/or local enforcements authorities. It is your responsibility to understand and obey all applicable local, state, federal, and international laws in regard to any item purchased from this Website. By placing an order, you represent that the Products ordered will be used only in a lawful manner.
- International Orders. We may not sell certain Products in jurisdictions other than the United States of America. While we may choose to accept international orders, the acceptance of such orders and the sale of such Products will be subject to the following conditions:
- You agree that the purchase of any Products by you will be (i) ex works from Spacemilk’s facilities in the United States per Incoterms 2010, with all title risk and loss in the products passing to you in the United States; and (ii) for your own personal use only and not for further resale or distribution in any manner;
- You hereby expressly authorize and direct Spacemilk to load and ship the purchased products to your shipping address, and to contract on your behalf with a courier company for that purpose, as may be necessary; and
- You are the principal importer of record and will undertake responsibility for all applicable taxes, shipping, customs clearance, duties and import requirements from Spacemilk’s facilities in the United States to your foreign shipping address.
- Spacemilk offers Products that can be purchased through an automatically recurring subscription (“Subscription”). If you purchase a Subscription, you authorize us to periodically charge you, on a going-forward basis, every month, or the frequency of your choosing on the Website (“Billing Period”), the amount then in-effect for your Subscription. You may cancel a Subscription at any time. A Subscription will continue unless and until you cancel it, or we terminate it. To avoid a recurring charge, you must cancel your Subscription by the last day of your Billing Period. We reserve the right to, and may, change the price of a Subscription for any subsequent subscription period but will provide you advance notice of any increase before it applies. If you wish to cancel your Subscription, you may do so on our Website or by contacting our support team at email@example.com.
- We will charge your Subscription to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You are responsible for promptly updating all information to keep your billing account current, complete, and accurate. If your credit card information is cancelled or is no longer valid, you must promptly notify us. Changes to such information can be made on our Website. If we are unable to successfully charge your credit card or payment account for payments due, we reserve the right to revoke or restrict access to your Account, or terminate your Subscription.
- User Content. Subject to the limitations set forth herein, you or third parties may be able to upload or submit photographs, comments, video clips, reviews, and other communications and content to us, including on or through the Website (collectively, "User Content"). User Content must comply with the Content Guidelines set out in these Terms. Any User Content you post or provide to us will be considered non-confidential and non-proprietary.
- License. By providing any User Content to us or the Website, you grant Spacemilk and its affiliates, and each of their respective licensees, successors, and assigns, a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable (directly and indirectly through multiple tiers) right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content, and the name submitted in connection with such User Content, throughout the world in any media now known or hereafter conceived. Spacemilk and its affiliates are free to use any ideas, concepts, or know-how contained in User Content for any purpose whatsoever including, but not limited to, developing, manufacturing, distributing, and marketing products using such information. Spacemilk is under no obligation (i) to maintain User Content in confidence; (ii) to pay to you or any third party any compensation for any User Content; or (iii) to respond to any User Content.
- Responsibility for User Content. You are and will remain solely responsible for Your Content and Spacemilk takes no responsibility and assumes no liability to you or any third-party, for any User Content, including its legality, reliability, accuracy, and appropriateness. Any content, views, opinions, comments, questions, or responses expressed, submitted, published, posted, uploaded, or otherwise transmitted by you, third parties, or other users through or in connection with the Website, Spacemilk, or the Products, are solely the views, opinions, and responsibility of the parties expressing, submitting, publishing, posting, uploading, or transmitting them and do not necessarily reflect the opinions of Spacemilk.
- Representations and Warranties. You represent and warrant that (i) you own or control all rights in and to your User Content and have the right to grant the license granted above to Spacemilk and its affiliates and each of their respective licensees, successors, and assigns, and (ii) your User Content does and will comply with these Terms and will not cause injury to any person or entity.
- Spacemilk Reservation of Rights. We reserve the exclusive right, in our sole discretion, to (i) remove or refuse to post any User Content for any or no reason; (ii) take any action with respect to any User Content that we deem necessary or appropriate, including if we believe that such User Content violates these Terms; (iii) disclose your identity or other identifying information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; or (iv) take appropriate legal action, including without limitation, referral to law enforcement. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone transmitting any User Content to us or on or through the Website. You waive and hold harmless the Company and its affiliates, licensors, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by either such parties or law enforcement authorities. We have no obligation and do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user. We have no liability or responsibility to anyone for performance or nonperformance of the activities described herein.
- User Content Guidelines. User Content must comply with these guidelines, all as may be interpreted by Spacemilk in its sole discretion, and all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, you will not post, upload, publish, submit, or transmit any User Content that:
- contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, hateful, inflammatory, violent or threatening or promotes violence or actions that are threatening to any other person or animal, contrary to our standards, or otherwise objectionable.
- promotes sexually explicit or pornographic material or discrimination of any kind, including based on race, sex, gender identity, religion, nationality, disability, sexual orientation, or age.
- infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- is likely to deceive any person, promote any illegal activity, or advocate, promote, or assist any unlawful act, or cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- impersonates any person, or misrepresents your identity or affiliation with any person or organization.
- involves contests, sweepstakes, and other sales promotions, barter, or advertising.
- gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
- breaches or circumvents any agreements with third-parties, third-party rights, or these Terms.
Restrictions on Use
You must only use the Website for lawful purposes, and you must not use it in a way that infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of the Website. If your use of the Website or other behavior intentionally or unintentionally threatens our ability to provide the Website, other systems, or Products, or violates these Terms, we reserve the right to suspend or terminate your access to the Website, or any portion thereof, or take any other action deemed necessary, including legal action, all without notice to you. In connection with your use of the Website, you will not and will not assist or enable others to:
- violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- breach or circumvent any agreements with third-parties, third-party rights, or these Terms.
- exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
- transmit, or procure the sending of, any advertising or promotional material without our prior written consent including any "junk mail," "chain letter," "spam," or any other similar solicitation.
- impersonate or attempt to impersonate Spacemilk, a Spacemilk employee, another user, or any other person or entity.
- engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm us or users of the Website, or expose them to liability.
- use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of it, including their ability to engage in real time activities through the Website.
- use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the materials on the Website.
- use any manual process to monitor or copy any part of the Website, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
- introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, or attack the Website, including via a denial-of-service attack or a distributed denial-of-service attack.
- attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website, or use any device, software, or routine that interferes with the proper working of the Website.
- copy, reproduce, modify, distribute, display, create derivative works of or transmit any content on the Website or reverse engineer, decompile, tamper with or disassemble the technology used to provide the Website.
- violate, misappropriate, or infringe a third party's intellectual property or other right.
- otherwise attempt to interfere with the proper working of the Website, or attempt to, or permit or encourage any third party to, do any of the above.
Proprietary Materials; Licenses
You acknowledge that content available through the Website, including, without limitation, content in the form of text, graphics, software, music, sound, photographs, and videos, and content provided by suppliers, sponsors, or third-party advertisers (“Intellectual Property Rights”), is protected by copyright, trademarks, patents, or other proprietary rights and laws. You are hereby granted a non-exclusive, non-transferable, revocable, limited license to view, copy, and print content retrieved from the Website for the sole purpose of using or placing an order via the Website, provided that you do not remove or obscure the copyright notice or other notices displayed on the content. Except as expressly provided in these Terms, nothing contained in these Terms or on the Website will be construed as conferring any other license or right, expressly, by implication, by estoppel, or otherwise under any of Spacemilk’s or a third party’s Intellectual Property Rights. Any rights not expressly granted herein are reserved.
- SPACEMILK™ is a trademark of Spacemilk, Inc. All other trademarks and service marks displayed on the Website are the property of Spacemilk or their respective owners. You may not use or display any trademarks or service marks owned by Spacemilk without Spacemilk’s prior written consent. You may not use or display any other trademarks or service marks displayed on the Website without the permission of their owners.
- Certain components or features of the Website may include materials from third parties and hyperlinks to other web sites, resources, or content (“Third-Party Content”). Such Third-Party Content may be subject to different terms and conditions and privacy practices. We are not responsible or liable for the availability or accuracy of such Third-Party Content, or the content, products, or services available from such Third-Party Content. Links to Third-Party Content are not an endorsement by us of such Third-Party Content. You acknowledge and agree that we will not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use or reliance upon any Third-Party Content.
- You agree, to the fullest extent permissible under applicable laws, to indemnify, defend, and hold harmless Spacemilk, and its parent, successors, affiliated companies, affiliates, contractors, officers, directors, employees, agents, and its third-party suppliers, licensors, and partners (the “Spacemilk Parties") from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third-party arising out of or relating to: (i) your access to, use, or misuse of the Website or Products; (ii) your breach or alleged breach of these Terms, or any violation of these Terms; (iii) any breach of the representations, warranties, and covenants made herein, whether by you or by any third party; (iv) your failure to comply with applicable laws (including any failure to obtain or provide any necessary consent or notice); (v) the infringement by you or any third-party of any intellectual property, privacy, or other right of any person or entity, including User Content; (vi) your breach or alleged breach of any interaction, agreement, right, or policy between you and any other users, or (vii) your actions or inactions. We reserve the right, at our option and at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of the Spacemilk. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it but will not be responsible for any delay in providing notice or any lack of notice to you. This provision will survive these Terms and your use of the Products.
- THE INFORMATION ON THE WEBSITE IS NOT INTENDED AS MEDICAL OR HEALTHCARE ADVICE, OR TO BE USED FOR MEDICAL DIAGNOSIS OR TREATMENT, FOR ANY INDIVIDUAL PROBLEM. IT IS ALSO NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SERVICES FROM A QUALIFIED HEALTHCARE PROVIDER FAMILIAR WITH YOUR UNIQUE FACTS. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION BEFORE TAKING ANY DIETARY, NUTRITIONAL, HERBAL, OR SIMILAR SUPPLEMENT OR PRODUCT OR STARTING ANY NEW TREATMENT. YOU SHOULD CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROVIDER BEFORE USING ANY SPACEMILK PRODUCTS, PARTICULARLY IF YOU ARE PREGNANT OR NURSING, ANTICIPATE SURGERY, ARE TAKING ANY MEDICATIONS, HAVE A KNOWN HISTORY OF MEDICAL CONDITIONS, ALLERGIES, ILLNESSES OR OTHER HEALTH CONCERNS, OR ARE OTHERWISE UNDER MEDICAL SUPERVISION OR SUSCEPTIBLE TO ADVERSE REACTIONS TO SPACEMILK PRODUCTS. THESE PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASES.
Disclaimer of Warranties
- EXCEPT WHERE INAPPLICABLE OR PROHIBITED BY LAW, THE WEBSITE AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS EXPRESSLY SET FORTH OTHERWISE. EXCEPT AS SPECIFICALLY PROVIDED, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SPACEMILK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPACEMILK DOES NOT MAKE ANY WARRANTY THAT THE WEBSITE OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT THE WEBSITE OR PRODUCTS WILL BE FREE OF DEFECT. SPACEMILK MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR THE PRODUCTS OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE.
- YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE WEBSITE OR DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE PROVIDE INFORMATION ON THE WEBSITE FOR INFORMATIONAL PURPOSES ONLY. IT IS NOT MEANT AS A SUBSTITUTE FOR THE ADVICE OF A DOCTOR OR OTHER HEALTH CARE PROFESSIONAL. YOU SHOULD NOT USE THE INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE FOR DIAGNOSING OR TREATING A MEDICAL CONDITION. YOU SHOULD CAREFULLY READ ALL PRODUCT INSTRUCTIONS PRIOR TO USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPACEMILK OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitation of Liability
- IN NO EVENT WILL SPACEMILK OR SPACEMILK PARTIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS, YOUR USE OF THE PRODUCTS, OR YOUR USE OR ACCESS OF THE WESBITE OR ANY USER CONTENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, EVEN IF SPACEMILK OR SPACEMILK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPACEMILK OR SPACEMILK PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES ON THE WEBSITE OR PRODUCTS; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE OR PRODUCTS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION TO THE WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY INFORMATION OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY INFORMATION OR USER CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE OR IN CONNECTION WITH THE PRODUCTS; OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
- THE AGGREGATE LIABILITY OF SPACEMILK OR SPACEMILK PARTIES AND ANY OF THEIR AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE PRODUCTS, OR YOUR USE OR ACCESS OF THE WESBITE OR ANY USER CONTENT, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO SPACEMILK FOR PRODUCTS IN THE SIX (6) MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; OR (2) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.
All matters relating to these Terms, the Website, and the Products will be governed by and construed in accordance with the internal laws of the State of Florida, United States, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
Arbitration; Waiver of Class Action and Jury Trial.
- Generally. Arbitration is a method of resolving a dispute without filing a lawsuit. “Claim” means any dispute between you, Spacemilk, and/or any involved third party relating to your Account, your use of the Website or Products, your relationship with Spacemilk, or these Terms. This includes any and all claims that relate in any way to your use of the Products, your attempted use of the Products, and any act or omission by Spacemilk or any third party related to your use or attempted use of the Products. You, Spacemilk, or any involved third party may pursue a Claim. Spacemilk agrees to binding arbitration should it have any Claims against you. Likewise, you agree to binding arbitration should you have any Claims against Spacemilk. By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any Claims to binding arbitration. This arbitration provision sets forth the terms and conditions of our agreement to binding arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1-16, as amended.
- Exceptions to Binding Arbitration. Binding arbitration does not apply to disputes concerning defamation, trade secret misappropriation, patent infringement, copyright infringement or misuse, trademark infringement or dilution, disputes arising under the Lanham Act, or actions by Spacemilk for payment of less than $5,000.
- Mandatory Pre-Dispute Procedure. You acknowledge and agree that before initiating any Claim (subject to the exceptions above) against Spacemilk, you will first give us an opportunity to resolve your problem or dispute. This includes sending us a written description of your problem or dispute, including, but not limited to, information or representations related to our Products and upon which you rely. You may send the written description by U.S. Mail to Spacemilk, Inc., 8 The Green, Suite 5408, Dover DE 19901 or via email to firstname.lastname@example.org.
- Except where otherwise prohibited by law, You and Spacemilk agree to commence any arbitration proceeding within 1 year after the Claim arises (including the mandatory pre-dispute procedures outlined above) and that any proceeding commenced after 1 year will be barred.
- Arbitration. Any Dispute which has not been resolved by negotiation as provided herein will be finally resolved by binding arbitration. You are giving up the right to litigate (or participate in as a party or class member) all Claims in court before a judge or jury. All Claims will be resolved before a single arbitrator who is a retired judge or an experienced attorney with experience in the subject(s) of the Claim. The arbitrator will have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms and this arbitration provision. The arbitrator will have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Spacemilk. The place of arbitration will be Miami-Dade County, Florida. It may be held by telephone or through written submissions if both you and Spacemilk agree.
- Arbitration Rules. Any arbitration will be conducted by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules in effect at the time such arbitration is initiated. In a dispute involving $10,000 or less, any hearing must be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. To the extent the forum provided by AAA is unavailable, you and Spacemilk agree to select a mutually agreeable alternative dispute resolution service and that such alternative dispute resolution service will apply the AAA Rules.
- Arbitration Award; Attorneys’ Fees. The arbitrator will follow substantive law and may order any relief if permitted by law. Nothing herein will be construed to limit the arbitrator’s ability to award remedies provided by applicable law. Any award rendered will include a written opinion and will be final, subject to appeal under the FAA.
- Class Action Waiver. The parties agree that (i) no arbitration proceeding hereunder, whether a consumer dispute or a business dispute, may be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other purchasers, or potential purchasers or persons similarly situated, and (ii) no arbitration proceeding hereunder may be consolidated with, or joined in any way with, any other proceeding. THE PARTIES AGREE TO ARBITRATE ANY DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any proceeding arising out of or relating to these Terms, the Products, or any document incorporating these Terms or the transactions contemplated hereby.
- Amendment. Spacemilk reserves the right to amend this arbitration provision at any time. Your continued use of any Spacemilk Website, purchase of a Spacemilk product, or use or attempted use of a Spacemilk product, is affirmation of your consent to such changes.
- Opt-out. You have the right to opt-out of this arbitration provision within 30 days from the date of first purchase, use, or attempted use of a Product (whichever comes first) by writing to Spacemilk, Inc. at 8 The Green, Suite 5408, Dover DE 19901, Attn: General Counsel. For your opt-out to be effective, you must submit a signed written notice identifying any Spacemilk product you purchased, used, or attempted to use within the 30 days and the date you first purchased, used, or attempted to use a Spacemilk product(s). Untimely opt-outs will not be valid and you must then pursue your claim through arbitration pursuant to these Terms.
Exclusive Venue for Other Controversies.
Any controversy excluded from the dispute resolution procedure and class action waiver provisions in these Terms must be filed only in the state and federal courts located in Miami-Dade County, Florida, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.
- We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Website and Product (“Feedback”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
It is our policy to respect the copyright and intellectual property rights of others. We may remove content that appears to infringe the copyright or other intellectual property rights of others. In addition, we may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, we comply with the Digital Millennium Copyright Act. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a comprehensive representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you, including your name, postal address, telephone number, and, if available, email address.
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you are unsure whether the material available online infringes your copyright, we suggest that you contact an attorney before sending us a notice.
Our designated copyright agent to receive DMCA Notices is:
c/o Spacemilk, Inc.
8 The Green, Suite 5408, Dover DE 19901