Terms & Conditions

SERVICE AGREEMENT

 

THIS IS A LEGAL AGREEMENT. BY ACCESSING OR OTHERWISE USING ANY SERVICES OR PRODUCTS PROVIDED IN WHOLE OR IN PART, BY LoveThreads

(“VENDOR”), YOU (“CUSTOMER’) ACCEPT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT”). PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY. VENDOR AND CUSTOMER IS EACH A “PARTY” AND COLLECTIVELY WILL BE REFERRED TO AS THE “PARTIES”.

 

THESE TERMS MAY BE AMENDED BY www.lovethreads.net FROM TIME TO TIME

WITHOUT NOTICE TO YOU. YOU CAN REVIEW THE MOST CURRENT VERSION OF THESE TERMS AND CONDITIONS AT THIS LOCATION.

 

WHEREFORE, Vendor is in the business or providing Services (as defined below) and Customer wishes to retain Vendor for some or all of its Services;

WHEREFORE, in performing the Services, Vendor will use reasonable efforts to timely provide the resources required pursuant to the terms of this Agreement;

THEREFORE, in consideration of the commitments set forth below, the adequacy of which consideration the Parties hereby acknowledge, the Parties agree as follows.

 

  1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this

agreement.

 

1.1. “Authorized Users” means any company or individual who uses the System on Customer’s behalf or through Customer’s account or passwords, including without limitation Customer’s clients, and their employees and representatives, each of which has been authorized to access and use the System by Customer to identified to Vendor, as required in this Agreement. Any improper use of the System by Authorized Users will be the sole responsibility of the customer.

 

1.2. “Customer’s Clients” means any of Customer’s clients or customers or other third parties Customer gives access to the System, including without limitation such companies’ employees and representatives.

 

1.3. “Privacy Policy” means Vendor’s privacy policy, as set forth in its website, at

https://www.lovethreads.net/privacy-policy pertaining to each Service, which may be amended from time-to-time.

 

1.4. “Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or

make other improvements or derivative works, b) process, retrieve, output, consult, use, disseminate,

transmit, submit, post, transfer, disclose or otherwise provide or make available, or c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

LIMITATION OF LIABILITY.

 

Limitation of Liability. CUSTOMER ACKNOWLEDGES THAT ITS EXCLUSIVE REMEDY AND

VENDOR’S SOLE LIABILITY TO CLIENT, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO, AT VENDOR’S ELECTION, EITHER RE-PERFORMANCE OF THE SERVICES, OR REFUND OF A PRO RATA PORTION OF THE FEES PAID TO VENDOR BY CUSTOMER UNDER THIS AGREEMENT, AS EXPLAINED AND LIMITED BY THE PRECEDING PARAGRAPH. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT OR TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE. IN NO EVENT SHALL VENDOR, OR ITS SUBSIDIARY, OR AFFILIATES, BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF CLIENTS, LOSS OF GOODWILL OR LOSS OF PROFITS OF ANY KIND OR NATURE WHATSOEVER SUFFERED BY CUSTOMER OR ANY THIRD PARTY, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS, INJURY, DAMAGE, OR THIRD-PARTY CLAIM, ARISING IN ANY MANNER FROM THIS AGREEMENT AND THE PERFORMANCE OR

NON-PERFORMANCE OF OBLIGATIONS HEREUNDER,WHETHER THE DISPUTE IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE.

 

Billing Disputes. Customer must notify Vendor in writing of any disputed charges for Services or otherwise within five business (5) days of the charge being posted to its account or invoice. Notices must include all relevant information, including but not limited to account number, amount in dispute, reasons for the dispute, a contact number and email address for the account holder and any other detail sufficient for Vendor to appropriately evaluate the dispute. To the extent Vendor determines that a charge adjustment is warranted, Vendor will credit Customer’s account. If Customer fails to timely notify Vendor of a charge or invoice dispute as noted above (within 5 days), Customer shall have waived all rights to bring any claim or defense regarding the particular charge or invoice and shall forever be foreclosed from doing so.

 

Email Transmissions. In connection with Vendor’s performance of the Services, Vendor may communicate, with Customer or others via email transmission. Customer acknowledges and accepts, and waives any claim in opposition hereof, that Vendor cannot guaranty, and does not warrant, that the email transmissions from Vendor: (i)

will not be intercepted and read, disclosed or otherwise used or communicated by a third party; or (ii) will be delivered to each of the parties to whom they are directed and only such parties. In furtherance thereof, Vendor specifically disclaims and hereby waives any liability or responsibility whatsoever for intercepted, disclosed or

communicated email transmissions, and with respect to the unauthorized use or failed delivery of email transmissions, transmitted by Vendor or its personnel in connection with the performance by Vendor of the Services.

FURTHERMORE, Vendor SPECIFICALLY DISCLAIMS AND CUSTOMER HEREBY EXPRESSLY

ACKNOWLEDGES AND AGREES THAT Vendor SHALL HAVE NO, LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY LOSS OR DAMAGE TO ANY PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, CUSTOMER, RESULTING, IN WHOLE OR IN PART, FROM THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, DIRECT OR INDIRECT OR SPECIAL DAMAGES, SUCH AS LOSS OF SALES OR ANTICIPATED PROFITS OR DISCLOSURE OR COMMUNICATION OF CONFIDENTIAL OR PROPRIETARY INFORMATION.

Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

 

The parties agree that no Vendor employee or contractor is or will be considered an employee of Customer. Notices. All notices to the Vendor given pursuant to this Agreement will be in writing and will be delivered

or sent by (a) first class mail, registered or certified, return receipt requested, postage prepaid; or (b) an international express mail, or national express courier with a tracking system. Notices will be deemed given on the

day actually received by the Vendor. Notices shall be directed to the Vendor as follows:

 

To Vendor:

www.lovethreads.net

Email: info@lovethreads.net

 

Severability; Enforceability. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity; provided, however, if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law. The parties acknowledge and agree that this Agreement allocates risk between them as authorized

by any applicable law and the amount of the fees charged for the Services reflects this allocation of risk and other limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its

essential purpose, all limitations of liability and exclusion of damages set forth in this

 

The agreement shall remain in full force and effect.

No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.

No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. Governing Law; Construction. This Agreement has been executed and delivered in, and shall be governed by,

construed under, and enforced in accordance with, the laws of the State of Florida, without respect to its conflict of laws principles. The parties agree that this Agreement was prepared jointly by each of them and shall be construed on parity as between the parties. There shall be no canon of con­struction for or against any party by reason of the physical preparation of this instrument. Any legal action of whatever nature by or against the Parties arising out of or related in any respect to the Agreement shall be brought solely to that jurisdiction. Jurisdiction & Venue. Jurisdiction and venue for litigation or arbitration of any dispute, controversy or claim

arising out of or in connection with this Agreement, shall vest only in Miami-Dade County, Florida. The parties expressly submit and consent in advance to such jurisdiction in any action or proceeding commenced in Miami-Dade County, Florida, and the parties hereby waive any objection which either may be based upon the lack of

personal jurisdiction and hereby consent to the granting of such legal or equitable relief as is deemed appropriate by any such court. Furthermore, the parties waive, to the extent permitted under applicable law, any right each may have to assert the doctrine of “forum non-conveniens” or to object to the venue to the extent any proceedings are

brought in accordance with the paragraph. The parties hereby waive personal service of any summons or complaint or other processor papers to be issued in any action or proceeding involving any such controversy and hereby agrees that service of such summons or complaint or process may be made by registered or certified mail, Federal Express, or UPS at the address appearing herein. Arbitration. Any and all disputes, claims or controversies arising out of or relating to this Agreement or the

breach, termination, enforcement, interpretation or validity thereof, including but not limited to all claims for injunctive or equitable relief and the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Miami, Florida before one arbitrator. Judgment on the Award may be entered in any court having jurisdiction.

 

Waiver of Jury Trial. It is understood that this Agreement is subject to arbitration. However, in the event, there was to be litigation, erroneously, by agreement, or otherwise, each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or

the transactions contemplated hereby. Attorney Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys; fees and court costs from the non-prevailing party.

 

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