SevenFifty Terms of Service

Last updated: Sept 9th, 2020

Please read these Terms of Service (the “Terms of Service” or “Agreement”) and SevenFifty Technologies, Inc.’s Privacy Policy (the “Privacy Policy”), the terms of which are fully incorporated herein by reference, fully and carefully before using https://daily.sevenfifty.com (“SevenFifty Daily”) or www.sevenfifty.com (together, the “Sites”) and the services, features, content, mobile applications or online applications offered by SevenFifty Technologies, Inc. (the “SevenFifty Platforms”) or on the Powered Platforms (defined below) (collectively, together with the Sites, the “Services”), including, without limitation, any request to receive information about, or to purchase any of the beverages or products made available through the Services (each, a “Product” and collectively the “Products”). These Terms of Service set forth the legally binding terms and conditions for your use of the Services between you and SevenFifty Technologies, Inc. (“SevenFifty,” “we,” “us,” or “our”).

You represent and warrant that you are an individual of legal age to form a binding contract. If you are using the Services in connection with or on behalf of an entity’s use of the Services (“Entity”), then by using the Services in any manner, both you and the Entity you represent agree to be bound by the terms and conditions of these Terms of Service. You hereby represent and warrant that you have full power and authority to bind the Entity to these Terms of Service. If you provide to us any personally identifiable information in connection with your use and the Entity’s use of the Services, such as name and contact information of the Entity’s personnel members, then you and the Entity hereby represent and warrant that you have the full rights and authority to provide to us such personally identifiable information.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Acceptance of Terms of Service.
1. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Sites or Powered Platforms (defined below), you agree to these Terms of Service, our Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Sites or on the Powered Platforms (defined below) by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
2. Certain of the Services may be subject to additional policies, rules, terms and/or conditions (“Additional Terms”); your use of such Services is subject to those Additional Terms, which are incorporated into these Terms of Service by this reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
3. Please read these Terms of Service carefully. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise and Platform Customers (as defined below).
Eligibility. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. By using the relevant Services offered by us, if applicable, you represent and warrant that you have all necessary licenses from applicable state authorities to lawfully buy and/or sell alcoholic beverages on a commercial basis, and all such licenses are in good standing and in full force and effect. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time
Registration. To sign up for certain Services, you may be required to register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user Account or registration information for the Services without permission. By registering for an Account on behalf of an establishment, you represent and warrant that you are authorized to act on such establishment’s behalf with respect to orders made through the Account. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates
Platforms Powered by SevenFifty.
1. Additional Terms for Platforms Powered by SevenFifty. SevenFifty provides and powers the online interfaces for retailer partners, merchant partners, distributors and suppliers (each a “Powered Platform” and collectively the “Powered Platforms”). In addition to these terms, your purchase of any Products will be governed by any other terms made available by us or any Platform Customer (defined below) or otherwise through any Powered Platform in connection therewith. Your use of each Powered Platform is subject to the terms, conditions and privacy policies of the Powered Platform, these Terms of Service, and our Privacy Policy (collectively, the “Powered Platform Terms”). By registering for and/or using a Powered Platform in any manner, including but not limited to visiting or browsing a Powered Platform, you agree to all Powered Platform Terms and any Additional Terms as may be applicable.
2. Disclaimer. When you access any Powered Platform you do so at your own risk and acknowledge that SevenFifty is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Powered Platforms. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any Powered Platform.
Specific Terms Applicable to Certain SevenFifty Features
1. Ordering Services. If you opt in to use the SevenFifty Platforms to place orders on behalf of an Account (the “Ordering Services”), all users associated with the Account will be notified that your Account status has changed to enable you to use the Ordering Services. Distributors have the option to reject any order they deem to be invalid. We make no guarantees regarding the availability, pricing, accuracy or timely delivery of products that are ordered through the Ordering Services. Furthermore, information made available through the SevenFifty Platforms does not constitute an offer. Acceptance of any order is at the distributor’s sole discretion, and may be subject to variations in pricing or stock, depending on the distributor’s current availability. Any dispute regarding an order must be resolved exclusively between you and the applicable distributor, and you hereby fully release us from any claims regarding the same.
2. Order Entry Tool. If you use the Order Entry Tool on the SevenFifty Platforms, then you hereby agree to the terms in this section. Your User Content (as defined below) shall include without limitation all order history and other data uploaded to the SevenFifty Platforms available through the Services in connection with the Order Entry Tool. You shall be responsible for the acts and omissions (including without any limitation any breach of these Terms of Service) of any person who accesses the Services using passwords or access procedures provided to or created by you. SevenFifty and its licensors retain and shall own all right, title, and interest in and to (i) the Order Entry Tool and the SevenFifty Platforms; (ii) the Aggregated Anonymous Data; (iii) all orders sent by buyers through the SevenFifty Platforms to distributors; and (iv) all copies, modifications and derivative works thereof, and all software, data, products, works, analyses and other intellectual property and moral rights related to the foregoing or created, used, or provided by SevenFifty in connection with orders submitted through the Order Entry Tool. SevenFifty may collect information from users through the Services, such as through user accounts and activity on the SevenFifty Platforms (“Analytics”). You acknowledge and agree that SevenFifty may (a) internally use Analytics for the purpose of improving the Services; (b) generate Aggregated Anonymous Data; and (c) freely use and make available Aggregated Anonymous Data for SevenFifty’s business purposes. “Aggregated Anonymous Data” means data submitted to, collected by or generated by SevenFifty in connection with your use of the SevenFifty Platforms, but only in aggregate, anonymized form which can in no way be linked specifically to you or the Entity you represent. Upon any termination of any order form for the Order Entry Tool, or these Terms of Service, the license granted to you to use the Order Entry Tool shall terminate and you shall immediately cease use of the Order Entry Tool. The terms in this section are in addition to and do not limit the other terms in these Terms of Service. The terms of this section shall survive any termination of any order form for the Order Entry Tool or these Terms of Service.
3. Terms Applicable to Other SevenFifty Platforms. Your use of the SevenFifty Platforms other than the Ordering Services and the Order Entry Tool is governed by the terms in this section. You hereby grant SevenFifty a worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit any data collected, processed, used, or generated by your use of the SevenFifty Platforms, including Analytics data, whether or not in aggregate form, for the purpose of supporting SevenFifty’s business (including without limitation, for purposes of providing, improving, testing, operating, promoting and marketing the SevenFifty Platforms or any other Products or Services).
Additional Terms Applicable to Platform Customers.
1. Platform Customers; Ownership. If you are a retailer partner, merchant partner, distributor or supplier who provides content, goods or services through a Powered Platform or otherwise interacts with the Services through any point of sale system (each a “Platform Customer” and collectively “Platform Customers”) the terms of this Section 6 shall also apply to your use of any Powered Platform or other Services. SevenFifty shall retain all right, title and interest in and to all Services hosted by or on behalf of SevenFifty, including all Powered Platform technology and infrastructure. Except for the limited rights expressly granted to Platform Customers hereunder, no other license is granted and no other use is permitted.
2. Platform Customer Data. Platform Customer shall retain all right, title and interest to all data that a Platform Customer collects, uses, processes, stores or generates as a result of Platform Customer’s use or the use by Platform Customer’s customers (each a “Platform End User” and collectively the “Platform End Users”) of the Powered Platform or other Services, including the software and application resulting from the Powered Platform or other Services, or any point of sale system of or used by Platform Customer (“Platform Customer Data”). For the avoidance of doubt, Platform Customer Data includes all data from any alcohol transaction involving Platform Customer.
3. Collection of Personally Identifiable Information. Platform Customer hereby agrees the SevenFifty’s collection and use of any Platform Customer Data and personally identifiable information therein (“PII”) is subject to SevenFifty’s Privacy Policy. Platform Customer is responsible for making sure that Platform Customer’s use of all Platform Customer Data and PII complies with SevenFifty’s Privacy Policy and all applicable laws, rules and regulations. Platform Customer agrees that it will not, absent consent from the Platform End Users to which the Platform Customer Data and PII relates, sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate any Platform Customer Data or PII to a third party for monetary or valuable consideration, or pursuant to any arrangement whereby that third party is able to use any Platform Customer Data or PII for its own purposes or to service other customers.
4. License to Platform Customer Data. Platform Customer hereby grants SevenFifty a worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit Platform Customer Data, including Analytics data, whether or not in aggregate form, for the purpose of supporting SevenFifty’s business (including without limitation, for purposes of providing, improving, testing, operating, promoting and marketing the Powered Platform or any other Products or Services). Platform Customer bears all responsibility and liability for the accuracy and completeness of Platform Customer Data provided to SevenFifty hereunder, including the responsibility for obtaining the affirmative consent of Platform Customer’s customers to grant this license to SevenFifty.
5. Platform Customer Confidentiality Obligations. During the term of this Agreement, from time to time, SevenFifty may disclose or make available to Platform Customers, whether orally, electronically or in physical form, confidential or proprietary information concerning SevenFifty’s business, technology, products or services which is disclosed in such a manner or of such nature that a reasonable person would understand such information to be confidential or proprietary (“Confidential Information”). Platform Customer hereby agrees that it (i) will use Confidential Information solely for the purposes of providing the Powered Platform; and (ii) will not, without first obtaining SevenFifty’s prior written consent, disclose Confidential Information to any third party. Upon SevenFifty’s request, Platform Customer will return any Confidential Information in its possession to SevenFifty.
6. Platform Customer’s Content; Product and Service Delivery. Platform Customer shall be solely responsible for all Content (defined below) Platform Customer provides or makes available through a Powered Platform or otherwise makes accessible to Platform End Users. Platform Customer hereby represents that all such Content is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. Platform Customer hereby agrees that Platform Customer shall be solely responsible for any claims arising from any such Content. Platform Customer shall also be solely responsible for the delivery of any Products and Services to Platform End Users.
Content.
1. Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
2. User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
3. Feedback. Any feedback, reviews, comments, and suggestions or recommendations for modifications, improvements or changes to the Services that you may choose in your sole discretion to provide us from time to time (“Feedback”) shall be solely owned by us (including all intellectual property rights therein and thereto). You hereby assign and agree to assign all right, title and interest in and to the Feedback to us.
4. Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
5. Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You hereby acknowledge that some of our content has embedded trace characters that will prove that the images and textual data come from the SevenFifty Content library. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
6. License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Services a non-exclusive, perpetual license to access your User Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
7. Confidential Contact Information. To the extent you submit any personal contact information for your retail buyers through the SevenFifty Platforms in a manner whereby such information is set to be private to you (“Confidential Contact Information”), we agree that we will not make such information generally accessible to all users of the SevenFifty Platforms without your authorization. Notwithstanding the foregoing, Confidential Contact Information shall not include information that is (x) known to us prior to disclosure by you, (y) disclosed to us by a third party without restriction, or (z) generally available to the public.
8. Availability of Content. We do not guarantee that any Content will be made available through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
9. SevenFifty Daily Content. You may download or copy the materials published on SevenFifty Daily (including but not limited to news articles, photographs, images, illustrations, audio clips and video clips, also known as the “SevenFifty Daily Content”) and other downloadable items displayed on SevenFifty Daily for personal use only, provided you maintain all copyright and other notices contained therein. Copying or storing of any SevenFifty Daily Content for other than personal use is expressly prohibited without our prior written permission.
10. WARNING. CERTAIN CONTENT PROVIDED THROUGH THE SERVICES IS PROVIDED BY THIRD PARTY VENDORS AND IS NOT GUARANTEED TO BE ACCURATE OR UP-TO-DATE. ALL PRODUCTS LISTED ARE SUBJECT TO ACTUAL AVAILABILITY AND TO ALL APPLICABLE LAWS, RULES AND REGULATIONS.
Copyright Disputes. In accordance with the Digital Millennium Copyright Act (“DMCA”), we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
1. Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to SevenFifty’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  2. Identification of works or materials being infringed;
  3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that SevenFifty is capable of finding and verifying its existence;
  4. Contact information about the notifier including address, telephone number and, if available, email address;
  5. A statement that the notifier has a good faith belief that the material identified in (iii) above is not authorized by the copyright owner, its agent, or the law; and
  6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
2. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:
  1. remove or disable access to the infringing material;
  2. notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
  3. terminate such content provider's access to the Services if he or she is a repeat offender.
3. Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
  1. A physical or electronic signature of the content provider;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
  3. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  4. Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which SevenFifty is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
4. After Receipt of a Counter-Notice. If a counter-notice is received by the Designated Agent, SevenFifty may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that SevenFifty may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at SevenFifty's discretion. Please contact SevenFifty’s Designated Agent at the following address:
  
  SevenFifty Technologies, Inc.
  Attn: DMCA Designated Agent
  27 West 20^th Street, Suite 911, New York, NY, 10011
Proprietary Rights; Rules of Conduct.
1. Except for the limited rights and licenses expressly granted to you hereunder, no other license is granted, no other use is permitted and SevenFifty owns and shall retain all rights, title and interests (including all intellectual property and proprietary rights) in and to the Services.
2. As a condition of use, you represent, warrant and covenant not to use the Services for any purpose that is prohibited by these Terms of Service or applicable laws, rules and regulations applicable to you. You are responsible for all of your activity in connection with the Services.
3. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
  1. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person (including SevenFifty) or entity or violates any law, regulation or contractual duty;
  2. you know is false, misleading, untruthful or inaccurate;
  3. is unlawful, dangerous, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
  4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
  5. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
  6. jeopardizes the security of your Account or anyone else’s (such as allowing someone else to log in to the Services as you);
  7. impersonates any person or entity, including any of our employees or representatives; or
  8. includes anyone’s identification documents or sensitive financial information.
4. You shall not (directly or indirectly):
  1. take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
  2. interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
  3. bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
  4. use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Sites or other Services;
  5. harvest or scrape any Content from the Services;
  6. otherwise take any action in violation of our guidelines and policies;
  7. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction;
  8. modify, translate, or otherwise create derivative works of any part of the Services;
  9. copy (except as set forth in Section 7(i) of these Terms of Service), rent, lease, distribute, publish or otherwise transfer any of the Content or rights that you receive hereunder;
  10. cause the RSS feeds contained on SevenFifty Daily to be spliced into feeds of, or otherwise redistributed by, other users or third-party RSS providers; or
  11. add advertisements or any promotional content to the RSS feeds.
5. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
  1. satisfy any applicable law, regulation, legal process or governmental request;
  2. enforce these Terms of Service, including investigation of potential violations hereof;
  3. detect, prevent, or otherwise address fraud, security or technical issues;
  4. respond to user support requests; or
  5. protect the rights, property or safety of us, our users and the public
6. A violation of any of the foregoing is grounds for termination or your right to use or access the Services.
Third Party Services. The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Payments and Billing.
1. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement. Platform Customers agree that the following terms shall apply to the sale of all Products through a Powered Platform.
2. Products. If you choose to purchase any Products through the Services, including through any Powered Platform, we or Platform Customers may limit or cancel quantities of Products purchased, and we or Platform Customers reserve the right to refuse any order. In the event that SevenFifty needs to make a change to an order, we will attempt to notify you by contacting the email address, billing address and/or phone number provided at the time the order was made. The prices displayed through the Services including on any Powered Platform are quoted in U.S. currency and are valid only in the United States. Prices are subject to change at any time. Sales tax will be determined by the shipping address of the order and will automatically be added to the order. SevenFifty is required by law to apply sales tax to orders to certain states. Products will be shipped to the shipping address of the order. Any payment terms presented to you in the process of purchasing Products are deemed part of these Terms of Service. You are responsible for making your own determinations that Products are suitable.
3. Billing. We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services or purchase of any Products. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement and any Powered Platform Terms (where applicable). One of the Payment Processors we currently use is Stripe, Inc. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy as https://stripe.com/us/privacy. For a complete list of our Payment Processors please visit our website. Please review the terms of service and privacy policy for each of our payment processing partners for more information. We are not responsible for error by the Payment Processors. By choosing to use Paid Services or purchase Products, you agree to pay us or the Powered Platform provider (where applicable), through the Payment Processors, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
4. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processors, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
5. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD FOR PAID SERVICES OFFERED ON POWERED PLATFORMS, CONSULT THE TERMS, CONDITIONS AND PRIVACY POLICIES OF THE POWERED PLATFORM. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD FOR ALL OTHER SERVICES GO TO ACCOUNT SETTINGS www.sevenfifty.com/user/edit.
6. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
7. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
8. Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your account settings, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. You will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR SEVENFIFTY ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, SEVENFIFTY WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
9. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
10. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at billing@sevenfifty.com.
The SevenFifty Mobile Application.
1. You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Service, the more restrictive or conflicting terms and conditions in these Terms of Service apply.
2. These Terms of Service apply to your use of all the Services, including our iOS application (the “Mobile Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Mobile Application:
  1. Both you and SevenFifty acknowledge that the Terms of Service are concluded between you and SevenFifty only, and not with Apple, and that Apple is not responsible for the Mobile Application or the Content;
  2. The Mobile Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms of Service as they are applicable to the Services;
  3. You will only use the Mobile Application in connection with an Apple device that you own or control;
  4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile Application;
  5. In the event of any failure of the Mobile Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Mobile Application;
  6. You acknowledge and agree that SevenFifty, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Mobile Application;
  7. You acknowledge and agree that, in the event of any third-party claim that the Mobile Application or your possession and use of the Mobile Application infringes that third party’s intellectual property rights, SevenFifty, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
  9. Both you and SevenFifty acknowledge and agree that, in your use of the Mobile Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
  10. Both you and SevenFifty acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Service, and that upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as the third-party beneficiary hereof.
Termination. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership, if applicable. Except for Platform Customers, if you wish to terminate your Account, you may do so by following the instructions through the Services. Account termination may result in destruction of any Content associated with your Account, so keep that in mind before you decide to terminate your Account. If you are a Platform Customer, you may terminate this Agreement only pursuant to the terms separately agreed between us and you. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and terms regarding disputes between us, including without limitation the arbitration agreement.
Warranty Disclaimer.
1. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
  1. which users gain access to the Services;
  2. what Content you access via the Services; or
  3. how you may interpret or use the Content.
2. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on the Sites, or between users and any third party, you understand and agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you hereby release us, our officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
3. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. You hereby acknowledge that SevenFifty does not supervise, direct, control or monitor the manufacture of the Products and expressly disclaims any responsibility and liability for the Products, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation or code.
Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives (“Indemnified Parties”) from all liabilities, claims, and expenses, including reasonable attorneys’ fees (“Claims”), that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. If you are a Platform Customer, you shall also defend, indemnify, and hold harmless the Indemnified Parties from all Claims that arise from or relate to (i) the delivery of any Products or Services to Platform End Users; (ii) any Content you provide or make available through a Powered Platform or otherwise make accessible to Platform End Users; and (iii) all claims relating to your use of any Platform Customer Data, PII or Content. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00.
Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Sites or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes. Except for changes by us as described herein, no other amendment or modification of these Terms of Service will be effective unless in writing and signed by both you and us.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with SevenFifty and limits the manner in which you can seek relief from SevenFifty. Both you and SevenFifty acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms of Service, SevenFifty’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms of Service, and that upon your acceptance of these Terms of Service, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as the third-party beneficiary hereof.
1. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms of Service directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. SevenFifty will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. SevenFifty will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
3. Small Claims Court; Infringement. Either you or SevenFifty may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
4. Waiver of Jury Trial. YOU AND SEVENFIFTY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and SevenFifty are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and SevenFifty over whether to vacate or enforce an arbitration award, YOU AND SEVENFIFTY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT 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 USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor SevenFifty is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
6. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 27 West 20th Street, Suite 911, New York, NY, 10011 postmarked within thirty (30) days of first accepting these Terms of Service. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your Account, and (iii) a clear statement that you want to opt out of these Terms of Service’s arbitration agreement.
7. Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or SevenFifty to litigate any dispute arising out of or relating to the subject matter of these Terms of Service in court, then the foregoing arbitration agreement will not apply to either party, and both you and SevenFifty agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.
8. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with SevenFifty.
Miscellaneous.
1. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
2. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
3. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
4. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
5. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@sevenfifty.com.
6. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
7. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

Contact. You may contact us at the following address: 27 West 20^th Street, Suite 911, New York, NY, 10011 or at support@sevenfifty.com.