Last Updated: March 7, 2018
The network of web sites (collectively, the “Web Sites”, “Sites”, or “Site”) operated by D2C Brand Operating Company, LLC or its affiliates, subsidiaries, assigns, successors, brands, licensors, licensees, and/or agents (“D2C Brands” or “we”) is comprised of various web sites and web pages. The terms, conditions and notices contained herein (collectively, “Terms”) apply to all D2C Brands’ Web Sites. In addition, particular D2C Brands Web Sites or features and activities offered on such Sites (such as promotions and chat rooms) may also be subject to additional terms outlined on such Sites (“Additional Terms”). If any of the Terms contained herein conflict with the Additional Terms presented on any particular D2C Brands’ website, then the Additional Terms shall control.
PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE USING THIS WEB SITE OR OTHER D2C BRANDS’ WEB SITES. The D2C Brands’ Web Sites are offered to you (the “User”) conditioned on your acceptance without modification of the Terms and the applicable Privacy Statement. By accessing or using this Site or any other Site, you agree to these Terms and the applicable Privacy Statement. If you do not agree to these Terms, do not use this Site or any other Site.
PLEASE NOTE THAT THESE TERMS MAY REQUIRE YOU TO SUBMIT DISPUTES TO ARBITRATION AND REQUIRE THAT DISPUTES BE RESOLVED ONLY IN A FORUM IN HAMILTON COUNTY, OHIO.
From time to time, D2C Brands may change these Terms. When we do, the “Last Updated” line above will be revised. You are responsible for regularly reviewing these Terms. Your continued use of the Site following the posting of changes to the Terms indicates your acceptance of those revisions.
Personal Use of Sites
Unless otherwise specified, the Site is for your personal and noncommercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any of the content or communications featured or displayed on the Site (“Content”), including without limitation text, graphics, photographs, images, moving images, sound, illustrations, information, software, products or services and the arrangements thereof, except as expressly permitted hereunder. You acknowledge that any unauthorized use of any Content could cause irreparable harm to us and agree that in the event of any such unauthorized use, we will be entitled to an injunction in addition to any other remedies available at law or in equity. Subject to any expressly stated restrictions or limitations on the Site relating to specific material, you may electronically copy and/or print hard copy portions of Content solely for your own noncommercial use, or to place an order with us. Any other use of Content, including the modification, reproduction, distribution, republication, display or transmission of any Content, without our prior written permission is strictly prohibited.
You agree not to collect and/or use any product descriptions, images, listings or prices except for your own personal noncommercial use or to place an order with us.
You agree that you will not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site or use or access to the Site, including without limitation any “scraping” or using any robot, spider or other automated means. Running or displaying this Site or any information or material displayed on this Site in frames, via “in-line” linking or through similar means on another Web site without our prior written permission is prohibited. Any permitted links to this Web site must comply with all applicable laws, rule and regulations. You may not use any meta tags or other “hidden text” utilizing our name or any of our trademarks, or those of any manufacturer of products featured on this Site, without express written permission. Additionally, you agree that you will not: (a) take any action that, in our sole discretion, imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (b) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (c) bypass any measures we may use to prevent or restrict access to the Site.
These Terms govern your conduct, your rights, and D2C Brands’ rights with respect to any text, photograph, video, post, communication, music, audio/sound recording, artwork, ratings, reviews or other materials or information you make associated with the D2C Brands Web Sites or the products of D2C Brands (“Submission”). When you submit a Submission at a Site or any third party web page, you agree to the following:
- your Submission is original, accurate, created by you, and not an impersonation;
- you are currently a bona fide user of the D2C Brands’ product(s) mentioned in your Submission and your Submission reflects your true and honest opinion of and current experience with the D2C Brands’ products(s);
- you are over the age of majority, or, if a minor, your parent or legal guardian consents to your submission;
- you are not an employee, nor a family member of an employee, of D2C Brands nor do you work for an affiliate or agency of D2C Brands hired by D2C Brands to promote and/or sell D2C Brands products;
- your Submission (or any portion of it) has not been included in nor planned for use in any other advertising or promotional materials, for D2C Brands or any third party;
- your Submission is made without any prior payment or promise of payment having been made to you or the expectation by you of any payment in return for your proposed Submission. Your Submission is also made without any prior benefit having been made to you or the expectation of any future benefit, except for the possibility of having your Submission used for D2C Brands promotional purposes. Or, if you did receive a benefit, you clearly disclose the details of the benefit in your Submission;
- your Submission is not false, misleading, offensive, profane, vulgar, obscene, derogatory, defamatory, libelous, slanderous, or otherwise inappropriate;
- your Submission does not contain content which infringes any third party’s copyright, patent, trademark, trade secret, right of publicity, right of privacy, moral rights, and/or any other applicable personal or proprietary rights;
- your Submission does not contain content which violates any law, statute, ordinance or regulation or content that engages in, encourages, advocates, or provides instructions for conduct that would constitute a criminal or civil offense under any law, statute, ordinance or regulation;
- your Submission does not contain material or content that is, or may reasonably be considered to be, hate speech, whether directed at an individual or group, or that is otherwise unlawfully threatening or unlawfully harassing to any individual, partnership, corporation, or political body;
- your Submission does not contain content or materials intended to create disruption or to mislead others, such as posting multiple Submissions in an effort to monopolize the forum or posting a Submission unrelated to the forum’s designated topic or theme;
- your Submission does not contain content which includes third party websites, addresses, email addresses, contact information, phone numbers, other information or opinions about an identified or reasonably identifiable individual or private information (including sensitive information) without obtaining prior consent from that individual for sharing such information with D2C Brands;
- your Submission does not contain programming or materials containing any Trojan horses, viruses, worms, harmful code, or other potentially damaging information, programs, or file; and
- D2C Brands’ use of your Submission does not violate these Terms and will not cause injury to any person or entity.
If the Submission is related in any way to a promotion, sweepstakes, contest, giveaway, or similar program, Additional Terms may apply. Any opinions, advice, statements, services, offers, or other information contained in Submissions expressed or made available on the Sites are those of the respective author(s) or distributor(s) and not of D2C Brands. We neither endorse nor guarantee the accuracy, completeness, or usefulness or any such Submission.
D2C Brands does not and cannot review all Submissions posted to or created by users accessing the Site and is not in any manner responsible for the content of these Submissions. You acknowledge that by providing you with the ability to view and distribute user generated content on the Site, D2C Brands is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any Submissions or activities on the Site. D2C Brands will have no obligation to post or use any Submission(s). D2C Brands reserves the right to block or remove Submissions and/or Users that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) violates any law or regulation or (e) offensive or otherwise unacceptable to D2C Brands at its sole discretion. Note that any personally identifiable information you may post or transmit will be treated by D2C Brands in accordance with D2C Brands’ Privacy Statement. Except for any personally identifiable information we may collect from you under the guidelines established in our Privacy Statement., any Submission will be considered non-confidential and non-proprietary. D2C Brands will have no obligations with respect to the Submissions.
By submitting a Submission, you grant each of the following to D2C Brands:
- a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, fully sublicenseable and transferable right and license to use, monitor, review, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, display, and perform such Submission(s), in whole or in part, in any media, format or technology, online or offline, whether now known or hereafter discovered, and in any manner including, but not limited to, all promotional, public viewing and/or commenting (whether on D2C Brands’ web pages or on third party web pages), advertising, marketing, merchandising, publicity, and commercial uses and ancillary uses thereof, without any further notice or payment to or permission needed from you (except where prohibited by law);
- an unrestricted, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, fully sublicensable and transferable right and license to use your name, nickname, user name, biographical information, vocal recordings of you, and/or any illustrations, photographic or videographic clips, portraits, likenesses or pictures of you or any other indicia of your right of publicity rights (collectively “Your Personal Content”) as contained in your Submission(s), in composite or distorted form or as otherwise incorporated into other creative works of authorship, in any media, format or technology, online or offline, whether now known or hereafter discovered, and in any manner including, but not limited to, all promotional, public viewing and/or commenting (whether on D2C Brands’ web pages or on third party web pages), advertising, marketing, merchandising, publicity, and commercial uses and ancillary uses thereof, without any further notice or payment to or permission needed from you (except where prohibited by law).
You also agree to waive any applicable moral rights as contained in your Submission(s) for any of the proposed uses listed above.
By submitting a Submission, you agree to release, hold harmless and indemnify on behalf of yourself and your successors, assigns and representatives, D2C Brands and each of its respective officers, directors and employees from and against any and all claims, suits, actions, demands, liabilities and damages of any kind whatsoever arising out of or in connection with the use of such Submission, including, without limitation, any and all claims for false advertising, copyright infringement, invasion of privacy, violation of the right of publicity or of moral rights, and/or defamation. Without limiting the foregoing, in no event will you be entitled to, and you waive any right to, enjoin, restrain or interfere with use of the Submission or Your Personal Content embodied in such Submission or the exploitation of any of the D2C Brands’ rights as noted above.
You understand that D2C Brands is relying upon your representations, grants of rights, waivers and releases in permitting you to submit a Submission. You acknowledge that you may not terminate or rescind the grants of rights and licenses and/or the releases contained in this Agreement.
D2C Brands does not guarantee that you will have any opportunity to edit or delete your Submission. You acknowledge that you, not D2C Brands, are responsible for the contents of any Submission(s).
Code of Conduct
By accessing or using any Site or any other feature provided through our Site, including but not limited to, when submitting a Submission to our Site or any third party web page, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person or entity to:
- Use the Site in breach of these Terms;
- Reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of any Site or use or access to the Site;
- Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity;
- Impersonate another person or entity;
- Promote, solicit, or participate in any multilevel marketing or pyramid schemes;
- Solicit personally identifiable information from or exploit any individual under eighteen (18) years of age;
- Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum or posting unrelated to a forum’s designated topic or theme;
- Introduce viruses, worms, Trojan horses, harmful code, or any software or other materials that contain a component harmful to the website;
- Gain unauthorized access to any computer system or nonpublic portion of the Sites or interfere with or disrupt the Sites, servers, or networks connected to the Sites;
- Invade the privacy of any person, including posting personally identifying or otherwise private or sensitive information about a person without their consent or harvesting personally identifiable information about the Sites’ users;
- Engage in, encourage, advocate, provide instructions for or discuss with the intent to commit conduct that would constitute a criminal or civil offense or otherwise violate any federal, state, local, or international law or regulation.
D2C Brands cannot and does not assure that other Users are or will be compliant with the foregoing Code of Conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
The Sites may contain links to other sites on the Internet that are owned and operated by third parties (the “External Sites”). Even if the third party is affiliated with D2C Brands, D2C Brands has no control over these External Sites, all of which have separate privacy policies, data collection practices and terms and conditions independent of D2C Brands. D2C Brands has no responsibility or liability for these independent policies or actions and is not responsible for the privacy practices, the terms and conditions or the content of such web sites. These linked sites are only for your convenience and therefore you access them at your own risk. Links do not imply that D2C Brands sponsors, endorses, is affiliated with or associated with, or has been legally authorized to use any trademark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such External Sites.
If you determine to share any information about any D2C Brands products through a social network platform, including through links provided by D2C Brands through the Site, you may be able to post such information directly to your profile at the social networking platform without leaving the Site. Some social networking platforms enable functionality that allows a user to receive and transmit data to the social networking platform through use of overlays or other technology. Although it may appear that the data is collected by D2C Brands, the data is in fact collected directly by the social networking platform and/or a third-party service provider. Your use of a social network platform to share any information is subject to, and you must comply with, the terms, conditions and restrictions of that social network platform.
Geographic Scope of Site and Product Claims
D2C Brands controls and operates the Sites from within the United States of America. Each claim or statement about the effectiveness of D2C Brands products and/or each claim or statement comparing the effectiveness of D2C Brands products to the effectiveness of other products is expressly limited to the United States, unless otherwise disclosed on the Site. Unless otherwise specified in or by the Sites, the Sites are intended to promote only those D2C Brands products that are sold by D2C Brands in the United States and its territories, and D2C Brands makes no representation that materials in its Web Sites or the products described thereby are appropriate or available for use in other locations.
D2C Brands makes no representation that the contents of any Site are appropriate or available for use in locations outside of the State of Ohio. Access to the Sites from territories where their content is illegal is prohibited. Those who choose to access the Sites from locations outside Ohio do so on their own initiative and risk and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations.
When you visit this Site or send e-mails to us, you are communicating with us electronically. We may in our discretion communicate with you electronically, including but not limited to, by posting notices on the Sites or by responding to your e-mail. You agree that all agreements, notices, disclosures or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Contents of the Site – Disclaimer
The materials the Site (including any graphics, software, recommendations or other materials) and any materials made available through the Site are provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, D2C Brands disclaims all warranties, express or implied, including but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. D2C Brands does not warrant or make any representations regarding the use or the results of the use of the materials in the Site in terms of its correctness, accuracy, reliability, or otherwise. The materials in the Site could include technical inaccuracies or typographical errors. These materials could be inaccurate or become inaccurate as a result of development occurring after their respective dates. D2C Brands undertakes no obligation to verify or maintain the accuracy of such information. Because some jurisdictions do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.
Operation of the Site – Disclaimer
D2C Brands endeavors to maintain the Site and its operation, but is not, and cannot be, responsible for the results of any defects that may exist in the Site or its operation. As to the operation of the Site, D2C Brands expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to all implied warranties of merchantability or fitness for a particular purpose, title and non-infringement. D2C Brands makes no warranty that (i) the operation of the Site will meet the user’s requirements; (ii) access to the Site will be uninterrupted, timely, secure, free of viruses, worms, Trojan Horses or other harmful components, or free of defects or errors; (iii) the results that may be obtained from the use of the Site will be accurate or reliable; or (iv) defects will be corrected. You (and not P&G) assume the entire cost of all servicing, repair, or correction that may be necessary for your computer equipment and software as a result of any viruses, errors or any other problems whatsoever you may have as a result of visiting the Site. Because some jurisdictions do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.
Limitation of Liability
IN NO EVENT SHALL D2C BRANDS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF D2C BRANDS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
If the foregoing limitation of liability is held to be unenforceable, the Providers’ maximum liability to you shall not exceed the amount paid by you for the products or services you have ordered through the Site. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so the above limitations and exclusion may not apply to you to the extent such jurisdiction’s law is applicable to these Terms. If the law applies to you and your use of the Site does not permit the waiver by you of any rights or remedies, these Terms do not require you to waive any of such rights.
You agree to indemnify, defend, and hold harmless D2C Brands, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of the Terms, your use of the Site (including negligent or wrongful conduct) and/or the use of any Site for which you have registered by any other person using your user account.
Applicable Law and Disputes
To the extent permitted by law, the Terms shall be governed by and interpreted in all respects in accordance with the substantive laws of the state of Ohio, U.S.A., without regard to its choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that except as specified herein, any disputes directly or indirectly arising out of or relating to the Terms or the Site (including the purchase of D2C Brands products via the Site) shall be resolved exclusively in the state or federal courts located in Hamilton County, Ohio. You hereby irrevocably consent to such venue and to the exclusive jurisdiction of any such court over any such dispute.
The foregoing notwithstanding, you agree that D2C Brands, at its sole discretion, may require you to submit any disputes directly or indirectly arising out of or relating to the Terms or the Site exclusively to final and binding arbitration taking place in Cincinnati, Ohio under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding such Rules, however, such proceeding shall be governed by the laws of the state of Ohio, U.S.A. Any award in any arbitration initiated hereunder shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this section, except as may be required by statute.
Any cause of action or claim you may have directly or indirectly arising out of or relating to the Terms or the Site (including the purchase of D2C Brands products via the Site) must be commenced within one (1) year after the claim or cause of action arises.
The Privacy Statement provides separate options for individuals to lodge complaints in relation to the Privacy Statement and their personal information.
No failure on the part of D2C Brands to enforce any part of the Terms shall constitute a waiver of any of D2C Brands’ rights under the Terms whether for part or future actions on the part of any person. Neither the receipt of any funds by D2C Brands nor the reliance of any person on D2C Brands’ actions shall be deemed to constitute a waiver of any part of the Terms. Only a specific, written waiver signed by an authorized representative of D2C Brands shall have any legal effect whatsoever.
Copyrights And Trademarks
The entire content included in this Site, including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the property of D2C Brands. The collective work includes works that are licensed to D2C Brands. ALL RIGHTS RESERVED. All trademarks, service marks, and trade names (collectively the “Marks”) are trademarks or registered trademarks of and are proprietary to D2C Brands, or other respective owners that have granted D2C Brands the right and license to use such Marks.
If you download software from the Site, the software and all files, images and data relating to the software (collectively, “Software”) will be licensed to you by D2C Brands. You do not own the downloaded software, and D2C Brands does not transfer ownership of the Software to you. D2C Brands retains full ownership of, and title to, the downloaded Software and all intellectual property rights related to the Software. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Software that is downloaded from the Site is subject to United States e port control laws. If you download Software from the Web Sites, you represent and warrant to D2C Brands that you are not acting in violation of those laws.
The Site may offer features and services that are available to you via your mobile phone. These features and services may include, without limitation, the ability to browse the Site from your mobile device, upload content to the Site, receive messages from the Site, download applications to your mobile phone or access Site features (collectively, the “Mobile Features”). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions on how to opt-out of certain Mobile Features will be disclosed in connection with those Mobile Features. The instructions will typically require you to text a keyword (e.g., “STOP,” “CANCEL,” “END,” “UNSUBSCRIBE,” “QUIT,” etc.) to the applicable shortcode for the Mobile Feature.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding P&G or other parties. Further, we may collect information related to your use of the Mobile Features.
Notices And Procedures For Making Claims Of Copyright Infringement
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to firstname.lastname@example.org. ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
D2C Brands respects the intellectual property of others, and we ask our users and visitors to do the same. D2C Brands will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, D2C Brands will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide D2C Brands the following information. Please be advised that to be effective, your notice must include ALL of the following:
- a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Site;
- your address, telephone number, and email address and all other information reasonably sufficient to permit D2C Brands to contact you;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices of claimed copyright infringement should be directed to:
D2C Brand Operating Company, LLC
9910 Princeton Glendale Road, Suite 224
West Chester, OH 45246
email@example.com (Please include “Notice of Infringement” in the subject line.)
IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING D2C BRANDS THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT OR SERVICE RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
If these Terms do not address your question, or if you would like to report a violation of our Code of Conduct, please contact us as follows:
D2C Brand Operating Company, LLC
9910 Princeton Glendale Road, Suite 224
West Chester, OH 45246
Please go to www.d2cbrands.com and click the “Contact Us” link at the bottom of the page.
If any section or sections of these Terms are held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, such holding shall not in any way affect the enforceability of the remaining sections.