I. Terms & Conditions
THESE TERMS AND CONDITIONS OF USE (THE “AGREEMENT”) APPLY TO (I) ANY WEBSITE OWNED AND/OR OPERATED BY Prlde CORPORATION (“PRLDE”), INCLUDING Prlde.COM, AND (II) THE SERVICES OFFERED BY PRLDE. THE WEBSITE AND ANY SUCH SERVICES, including THE PRLDE MOBILE MESSAGING PROGRAM, are collectively referred to as the “Services”). THIS AGREEMENT AND THE REFERENCED PRIVACY POLICY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU (“Customer” or “You”) AND PRLDE. BY ACCESSING OR USING THE SERVICES (INCLUDING THE WEBSITE), YOU SIGNIFY THAT YOU HAVE READ THE AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
DISPUTE NOTICE: THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES REFERENCED IN THE ARBITRATION CLAUSE, YOU AGREE THAT DISPUTES WITH Prlde WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE YOUR RIGHTS TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You should review this Agreement each time you access the Website or otherwise use the Services. Prlde reserves the right to modify this Agreement at any time. By continuing to access the Services, you acknowledge that you will be bound by the Agreement. If you do not agree with this Agreement, do not use the Website. For purposes of this Agreement, the term Prlde shall be interpreted to mean Prlde all Prlde Brands. For purposes of this Agreement, you and Prlde may each be referred to as a “party” or collectively the “parties”.
II. Privacy Policy
We consider our users’ privacy to be of utmost importance. For a detailed description of our information gathering and dissemination practices, we encourage you to read our Privacy Policy closely because by using Prlde, you agree that Prlde can collect, use, and share your information consistent with that policy. For the avoidance of doubt, the Privacy Policy is hereby incorporated into, and forms an integral part of, this Agreement.
III. Who Can Use Prlde
To create an account and use the Services, you must be at least 18 years old and reside in the United States. By using the Website, you are forming a binding contract with Prlde and must have the ability to read, understand and accept this Agreement and our Privacy Policy, which details our collection and use of your information and compliance with applicable data protection laws, regulations, and statutes. The Services are not directed to individuals in the European Union and is not intended for use in the European Union or any country where such use would violate local law or would subject Prlde to any regulations in another country
IV. Restrictions On Your Conduct
You may not engage in the following activities on the website:
- Use the website for any fraudulent, harassing or offensive or illegal purpose;
- Violate, misappropriate, or infringe the rights of Prlde, including intellectual property, or other proprietary rights;
- Upload, launch, post, email or transmit any material (including any bot, worm, scripting exploit or computer virus) that is likely to harm or corrupt the website, or harm or corrupt our or anyone else’s computer systems, or data; and
- Impersonate another person or attempt to collect or gather other people’s personal information (including account information).
We have the sole right to delete an account that violates these rules or that we believe to be inappropriate for any reason. We may investigate occurrences that we believe may involve improper activity and cooperate with law enforcement authorities in prosecuting any violations of law.
The Website may offer you the ability to rate and provide feedback on certain products, or otherwise provide content and communications (“Customer Ratings and Reviews”). In addition to the above restrictions, if you engage in the Customer Ratings and Review service offered by Prlde, you may also not submit content to the Services that:
- violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- contains lies, falsehoods or misrepresentations that could damage us or anyone else;
- is obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate;
- violates, misappropriates, or infringes the rights of Prlde or other persons, including but not limited to the rights of privacy or publicity;
- includes any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation;
- you were compensated or granted any consideration by any third party; or
- includes any information that references other websites, addresses, email addresses, contact information or phone numbers.
By submitting any content to the Website, you represent and warrant that:
- you are the sole author and owner of the intellectual property rights thereto;
- all “moral rights” that you may have in such content have been voluntarily waived by you;
- all content that you post is accurate;
- you are at least 18 years old; and
- use of the content you supply does not violate this Agreement and will not cause injury to any person or entity.
We have the sole right, but not necessarily the obligation, to delete any content that violates these rules or that we believe to be inappropriate for any reason.
For any content that you submit to Prlde, you grant Prlde a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such content and/or incorporate such content into any form, medium or technology throughout the world without compensation to you.
All content that you submit may be used at Prlde’s sole discretion. Prlde reserves the right to change, condense or delete any content on the Website that Prlde deems, in its sole discretion, to violate the content guidelines or any other provision of this Agreement. Prlde does not guarantee that you will have any recourse through Prlde to edit or delete any content you have submitted. Ratings and written comments are generally posted within two to four business days. Prlde reserves the right to remove or to refuse to post any submission for any reason. You acknowledge that you, not Prlde, are responsible for the contents of your submission. None of the content that you submit shall be subject to any obligation of confidence on the part of Prlde, its agents, subsidiaries, affiliates, partners or third party service providers and their respective directors, officers and employees.
By submitting your email address in connection with your rating and review, you agree that Prlde and its third party service providers may use your email address to contact you about the status of your review and other administrative purposes.
V. Materials On The Website
The Website and all of its contents, including, but not limited to, product designs (including any and all collateral material relating thereto) and brand, product and collection names, are protected by copyright laws and/or trademarks or other laws. No part of the Website or its contents may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the written permission of Prlde.
Prlde owns all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with Prlde. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express permission.
VI. Accounts; Passwords; Security
Please see our Privacy Policy for a detailed description of our information gathering and dissemination practices which govern your use of the Services and your submission of personal information. If you choose to submit your personal information to Prlde or contact Prlde, you acknowledge that you are doing so voluntary and there is no absolute guarantee of security of such personal information.
You may not use someone else’s Prlde account without permission. When you are setting up your account, you must provide accurate and complete information. This means that you cannot set up an account using someone else’s name or contact information, or make up name or contact information.
You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account without your permission. If we (or anyone else) suffer any damage due to the unauthorized use of your account, you shall be liable for all damages arising from the same.
In the event of an interception or unauthorized access despite our efforts, Prlde will not be responsible for such interceptions or unauthorized access. You are responsible for the security of your own account.
VII. Mobile Messaging Program
In addition to the other terms and conditions set forth herein, the following terms apply to the Prlde Mobile Messaging Program (the “SMS Program”):
Opt In. The SMS Program allows you to receive SMS/MMS mobile messages by affirmatively opting into the SMS Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the SMS Program, you agree that this Agreement (including this Section VII) applies to your participation in the SMS Program. By participating in the SMS Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Prlde or to use the Services. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.
Opt Out Process. If you do not wish to continue participating in the SMS Program or no longer agree to the Agreement, you hereby acknowledge and agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Prlde in order to opt out of the SMS Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out from the SMS Program. You also understand and agree that any other method of opting out from the SMS Program, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.
Program Description. Without limiting the scope of the SMS Program, individuals that opt into the SMS Program can expect to receive messages concerning the marketing and sale of Prlde products, goods, or services. Messages may include checkout reminders.
Cost and Frequency. Message and data rates may apply. The SMS Program involves recurring mobile messages, message frequency will vary, and additional mobile messages may be sent periodically based on your interaction with Prlde.
Support Instructions. For SMS Program support, text “HELP” to the number you received messages from or email us at info@prlde.com. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the opt out procedures set forth above.
MMS Disclosure. The SMS Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
Our Disclaimer of Warranty. The SMS Program is offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this SMS Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of our control. Carriers are not liable for delayed or undelivered mobile messages.
Participant Requirements. To participate in the SMS Program, you must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
Age Restriction. You may not participate in the SMS Program if you are under eighteen (18) years of age.
Privacy and Other Terms. For the avoidance of doubt, your participation in the SMS Program (and in all of the Services) is subject to our Privacy Policy, the provisions set forth in this Section VII, and all other terms and conditions set forth in this Agreement.
VIII. Disclaimer Of Warranties
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. Prlde DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. Prlde MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCT, OR FEATURE DISPLAYED ON OR OFFERED THROUGH THE SERVICES WEBSITE IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, TIMELY, OPERATIONAL, ERROR FREE, SECURE, SAFE, OR THAT THE SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE THE SERVICES. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
IX. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL Prlde (INCLUDING ANY OF ITS PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES, CONTRACTORS, SUCCESSORS, OR ASSIGNEES AND THIRD-PARTY SERVICE PROVIDERS, INCLUDING BUT NOT LIMITED TO BAZAARVOICE, INC.) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, HEIRS OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE SERVICES, FOR ANY DAMAGE TO YOUR COMPUTER OR DATA, ANY DAMAGES ASSOCIATED WITH THE LOSS OF YOUR PERSONAL INFORMATION OR ANY OTHER DAMAGE OR ECONOMIC LOSS YOU MAY INCUR ENSUING FROM OR IN CONNECTION WITH (A) THE SERVICES; OR (B) YOUR SUBMISSION OF PERSONAL OR OTHER INFORMATION THROUGH THE SERVICES, EVEN IF Prlde OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE LIMITED TO A MAXIMUM AMOUNT OF $100.
THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF Prlde WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
X. Indemnification
You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Prlde, including its partners, affiliates, officers, directors, agents, subsidiaries, joint ventures, employees, contractors, successors, or assignees and third-party service providers from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your breach of this Agreement; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any claim. We will provide you with timely notice of any such claim, suit or proceeding.
XI. Arbitration, Class-Action Waiver and Jury Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
Waiver of Jury Trial
Prlde AND YOU EACH AGREE TO WAIVE THE RIGHT TO A TRIAL BY JUDGE OR JURY FOR ALL DISPUTES, EXCEPT FOR DISPUTES RELATING TO THE ENFORCEMENT OR INFRINGEMENT OF YOUR OR OUR INTELLECTUAL PROPERTY RIGHTS (SUCH AS COPYRIGHTS, TRADEMARKS, DOMAINS, LOGOS, TRADE DRESS, TRADE SECRETS, AND PATENTS).Such disputes include those relating to, arising out of, or in any way in connection with your rights of privacy and publicity, will be resolved through final and binding arbitration. Prlde and you agree not to combine a dispute that is subject to arbitration under this Agreement with a dispute that is not eligible for arbitration under this Agreement.
Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR PERSON. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth herein.
Required Use of AAA
You agree that the arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time the arbitration is started, including the Optional Rules for Emergency Measures of Protection and the Supplementary Procedures for Consumer-Related Disputes (together, the “AAA Rules”). The arbitration will be presided over by a single arbitrator selected in accordance with the AAA Rules. The AAA Rules, information regarding initiating a dispute, and a description of the arbitration process are available at www.adr.org. The arbitrator will decide whether a dispute can be arbitrated. The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA Rules.
Opt-Out Procedure
You may opt out of this agreement to arbitrate. If you do so, neither we nor you can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing postmarked within 30 days of the later of: (i) the date that you first accepted the Agreement; and (ii) the date you became subject to this arbitration provision.
You must include: (1) your name and residence address; (2) the mobile phone number associated with your account; and (3) a clear statement that you want to opt out of our agreement to arbitrate.
Place to File Permitted Court Actions
If you opt out of the agreement to arbitrate, if your dispute is related to intellectual property rights, or if the arbitration agreement is found to be unenforceable, you and Prlde agree and consent that such disputes will be resolved in the federal or state courts in the Commonwealth of Pennsylvania and that agree to submit to personal jurisdiction and venue of the federal and state courts located in Bucks County, Pennsylvania or Philadelphia County, Pennsylvania.
Time Limit to Start Arbitration
We and you agree that for any dispute (except intellectual property disputes) must commence an arbitration proceeding within one year after the dispute first arose; otherwise, such dispute is permanently barred. This means that if we or you do not commence an arbitration within one year after the dispute first arose, the arbitration will be dismissed as untimely.
Arbitration Agreement Survival
This arbitration agreement will survive the termination of your relationship with Prlde.
XII. Availability & Termination Of Prlde
The Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue some or all of the Services at any time and events beyond our control may affect the Services.
We may modify, suspend, or terminate your access to or use of the Services anytime for any reason, such as if you violate the Agreement or create harm, risk, or possible legal exposure for us, our users, or others.
XIII. General Modifications
At any time and at Prlde’s sole discretion, we may add, delete, or modify this Agreement or the Services. We will provide you notice of amendments to this Agreement, as appropriate by amending the “Last Modified” date at the top of this Agreement. Your continued use of the Services confirms your acceptance of our Agreement, as amended. If you do not agree to our Agreement, as amended, you must stop using the Services. Please review our Agreement from time to time. All changes to the Agreement shall be effective immediately.
Miscellaneous
This Agreement, which includes our Privacy Policy and any other legal notices published on the Website, constitute the entire agreement between you and Prlde. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
Our failure or delay to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this agreement. We may assign our rights and duties under this agreement to any party at any time without notice to you.
All of our rights and obligations under our Agreement are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. You will not transfer any of your rights or obligations under our Agreement to anyone else without our prior written consent.
Contacting Us
If you have any questions about this Agreement, please contact us at:
info@prlde.com
Although Prlde will in most circumstances be able to receive your e-mail or other information provided, Prlde does not guarantee that it will receive all such e-mail or other information timely and accurately and shall not be legally obligated to read, act on or respond to any such e-mail or other information.