Spanish Play Dates Website Terms and Conditions Last Modified: _____May 2019_________
1. Acceptance of the Terms and Conditions Welcome to the website of Andean Import Company LLC d/b/a Spanish Play Dates (“Company,” “we,” “us” or “our”). The following terms and conditions (together with any documents referred to in them) (collectively, these “Terms and Conditions”) apply to your access to and use of www.spanishplaydates.com, any external widgets, or our corresponding application programming interfaces (API’s) (collectively, the “Website”) and any content, links, functionality, features, products (including the Goods defined in Section 14), services, materials or other items (including, but not limited to, all information, data, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) offered or obtained on or through the Website (collectively, “Content”). Please read the Terms and Conditions carefully before you (“you” or “your”) start using the Website. By visiting or using the Website, you agree to be bound and abide by these Terms and Conditions. If you do not agree to these Terms and Conditions, you must exit the Website.
2. Changes to the Terms and Conditions We may revise and update these Terms and Conditions from time to time in our sole discretion. You must check this page every time you use the Website to take notice of any changes made, as they are binding on you. All material changes shall apply prospectively only. Any changes to the dispute resolution procedures set forth below in Section 15 (Governing Law; Venue) shall not apply to any disputes for which you and Company had actual notice as of the date the change was posted on the Website. By continuing use of the Website following the posting of revised Terms and Conditions, you agree to be bound and abide by any changes.
3. Accessing the Website
a. Legal Age. If you are not of legal age to form a binding contract (in many places, this is 18 years old), then, before using the Website or providing any information to us, you must have your parent or guardian read these Terms and Conditions and agree to them for you. You must review these Terms and Conditions with your parent or guardian, so that you both understand how the Website works and what restrictions apply to your use of our Website.
b. Withdrawal, Amendment or Unavailability of Website. We may withdraw, change or amend this Website and its Content in our sole discretion at any time without notice. We are not responsible or liable to you if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access by you or other users to some parts of the Website, or the entire Website, or close the Website indefinitely. Any of the Content on the Website may be out of date at any given time, and we may choose not to update such Content.
2 c. User Responsibility. You must make all arrangements necessary for you to have access to the Website. You must ensure that all persons who access the Website through your internet connection are aware of these Terms and Conditions, and that they comply with them. d. User Information. We may require you to provide certain information as a condition for your access to the Website or some of the resources it offers. All information you provide on the Website must be correct, current and complete. You must use particular caution when providing personal information on the Website from a public or shared computer so that others are not able to view or record your personal information.
4. Reliance on Content Posted You understand and acknowledge that the Content presented on or through the Website is made available solely for general information purposes. We do not guarantee or warrant the accuracy, completeness or usefulness of this Content. You assume all risk for any reliance you place on such Content. We hereby disclaim all responsibility and liability for your or any other visitor’s reliance on such Content.
5. Restrictions on Use a. Use of Website. You must use the Website only for lawful purposes and in accordance with these Terms and Conditions. You must not use the Website: i. In any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries). ii. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise. iii. To send, knowingly receive, upload, download, use or re-use any material which does not comply with Section
6(e) (User Contribution Standards) of these Terms and Conditions. iv. To transmit, or procure the sending of, any advertising, promotional material or any other similar solicitation, without our prior written consent. v. To impersonate or attempt to impersonate Company, another user, or any person or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing). vi. In any way that could disable, overburden, damage, or impair the Website or interfere with any other user's use of the Website, including their ability to engage in real time activities through the Website. vii. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Company or other users of the Website or expose them to liability. b. Interference with Website. Additionally, you must not: 3 i. Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including to monitor or copy any of the Content on the Website. ii. Use any manual process to monitor or copy any of the Content on the Website or for any other unauthorized purpose without our prior written consent. iii. Use any device, software or routine that interferes with the proper working of the Website. iv. Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful. v. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website. vi. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack. vii. Otherwise attempt to interfere with the proper working of the Website or its Content. c. Geographic Restrictions. The owner of the Website is based in the State of Ohio in the United States. You understand and acknowledge that: (i) we provide this Website for use only by persons located in the United States; and (ii) access to the Website may not be legal by certain persons or in certain countries. We do not represent or warrant that the Website or any of its Content is accessible or appropriate outside of the United States. If you access the Website from outside the United States, you do so of your own initiative and must comply with any applicable laws in that jurisdiction. 6. User Contributions a. Definition of User Contributions. The Website may contain message boards, forums, comment sections, bulletin boards, and other interactive features that allow you to post, submit, publish, display or transmit (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website. b. Compliance with Terms and Conditions. All User Contributions must comply with Section 6(e) (User Contribution Standards) of these Terms and Conditions. You represent and warrant that all of your User Contributions do and will comply with these Terms and Conditions. You must defend, indemnify and hold harmless Company and its partners, licensors, service providers, contractors, suppliers, employees, agents, officers and directors (collectively, “Affiliates”) for any breach of that representation and warranty. c. Rights in User Contributions. You understand and acknowledge that any User Contributions you post to the Website are non-confidential and non-proprietary. We may use, copy, distribute and disclose to third-parties any such material for any purpose. You represent and warrant that you own or control all rights in and to the User Contributions you post to the Website and have the right to grant Company and its Affiliates the license granted above. 4 d. User Responsibility. You understand and acknowledge that: (i) you are responsible for any User Contributions you submit or contribute, and you, not Company, have full responsibility for such User Contributions, including its legality, reliability, accuracy and appropriateness; and (ii) any information and/or opinions uploaded, expressed or submitted to the Website, and all articles and responses to questions and other information, other than the information provided by Company, are solely the opinions and the responsibility of the person or entity submitting them and do not necessarily reflect the opinion of Company. You must not hold us responsible or liable for the contents or accuracy of any materials posted by any other user of the Website. You must defend, indemnify and hold harmless Company and its Affiliates from any claim by any third-party regarding the contents or accuracy of any materials posted by you on the Website. e. User Contribution Standards. Your User Contributions must comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, you must not post User Contributions that: i. Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable. ii. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. iii. Infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person. iv. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions. v. Are likely to deceive any person. vi. Promote any illegal activity, or advocate, promote or assist any unlawful act. vii. Are used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization. viii. Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising. ix. Give the impression that the User Contributions emanate from us or any other person or entity, if this is not the case. f. Monitoring. We may not review all material before it is posted on the Website. We do not represent or warrant prompt removal of objectionable material. We hereby disclaim all responsibility and liability for: (i) any action or inaction regarding transmissions, communications or content provided by any other user or third-party; or (ii) performance or non-performance of the activities described in the following section. g. Enforcement. We may: i. Remove or refuse to post any User Contributions for any or no reason in our sole discretion. ii. Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion if we believe that such User Contribution violates these Terms and Conditions, including Section 6(e) (User Contribution 5 Standards), infringes any intellectual property right or other right, threatens the personal safety of other users of the Website and the public or could create liability for Company. iii. Disclose your identity to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. iv. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website. v. Fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone purchasing or posting any materials on or through the Website. vi. Terminate your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms and Conditions.
7. Intellectual Property Rights
a. Ownership by Company. You understand and acknowledge that: (i) the Website and its Content are owned by Company, its Affiliates or other providers of such Content and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws; (ii) Company name, Company logo and all related names, logos, product and service names, designs and slogans are trademarks of Company or its Affiliates; (iii) all other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners; and (iv) no right, title or interest in or to the Website or any Content on the Website is transferred to you. You must not use such marks and other Content without the prior written consent of Company or their respective owners. We reserve all rights not expressly granted in these Terms and Conditions.
b. Restrictions on Use of Website Content. You may use the Website for your personal, non-commercial use or legitimate business purposes related to your role as a current or prospective customer, supplier or distributor of Company. You may not: i. Copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Content on our Website, except to: (1) store copies of such Content temporarily in Random Access Memory (RAM); (2) store files that are automatically cached by your web browser for display enhancement purposes; or (3) print a reasonable number of pages of the Website for a permitted use. ii. Modify copies of any Content from the Website. iii. Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text. iv. Delete or alter any copyright, trademark or other proprietary rights notices from copies of Content from the Website. v. Reproduce, sell or exploit for any commercial purposes any part of the Website, access to the Website or use of the Website or its Content.
6 c. Unauthorized Use. If you print, copy, modify, download or otherwise use any part of the Website in breach of these Terms and Conditions: (i) we may terminate your right to use the Website immediately; and (ii) you must, at our option, return or destroy any copies of the Content you have made. You understand and acknowledge that any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark and other laws.
8. Information About You and Your Visits to the Website You understand and acknowledge that: (i) all information we collect on this Website is subject to our Terms and Conditions; and (ii) by using the Website, you consent to all actions taken by us with respect to your information in compliance with the Terms and Conditions. You represent and warrant that all data provided by you is accurate.
9. Website Linking a. Linking to the Website. You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must ensure that the website or application from which you are linking complies in all respects with Section 6(e) (User Contribution Standards) of these Terms and Conditions. You must cooperate with us in causing any unauthorized framing or linking immediately to cease. We may withdraw linking permission without notice. b. Linking from the Website. You understand and acknowledge that: (i) if the Website contains links to other sites or applications and resources provided by third-parties, these links are provided for your convenience only (including links contained in advertisements and sponsored links); (ii) we have no control over the contents of those sites, applications, or resources; (iii) if you decide to access any of the third-party websites or applications linked to this Website, you do so entirely at your own risk and are subject to the terms and conditions of use for such websites and applications. You must not hold us responsible or liable for such links or for any loss or damage that may arise from your use of them.
10. Disclaimer of Warranties Company and its Affiliates do not guarantee or warrant, expressly or impliedly: (i) the completeness, security, reliability, quality, accuracy or availability of the Website or its Content; (ii) that the Website or its Content are free of viruses or other destructive code; or (iii) that the Website or its Content shall otherwise meet your needs or expectations. Company disclaims all warranties of any kind, either express or implied, statutory or otherwise, including, but not limited, to any warranties of merchantability, non-infringement and fitness for a particular purpose. The foregoing shall not affect any warranties which cannot be excluded or limited under applicable law.
7 11. Assumption of Risk You must assume all risk associated with your use of the Website and its Content. You must implement sufficient procedures and checkpoints to satisfy your particular requirements for: (1) anti-virus protection; (2) accuracy of data input and output; and (3) maintaining a means external to our Website for any reconstruction of lost data.
12. Limitation on Liability You must not hold Company or its Affiliates responsible or liable for any loss or damages of any kind, under any legal theory, arising out of or in connection with your use of, or inability to use, the Website or its Content including, but not limited to: (i) damages resulting from a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material; (ii) direct, indirect, special, incidental, consequential and punitive damages; and (iii) personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, and loss of data. You must not hold Company or its Affiliates responsible or liable for such loss or damages regardless of whether they are caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
13. Indemnification You must defend, indemnify and hold harmless Company and its Affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) resulting from your violation of these Terms and Conditions or your use of the Website or its Content other than as expressly authorized in these Terms and Conditions or your use of any information obtained from the Website. If Company suspects that you have breached these Terms and Conditions, Company may conduct an investigation into the matter. You must hold harmless Company from any and all claims arising out of: (1) any action taken by Company during or as a result of its investigations; and (2) any actions taken as a consequence of investigations by either Company or law enforcement authorities.
14. Risk of Loss All items purchased from Company (the “Goods”), on its Website or by other means, are made pursuant to a shipment contract. This means the risk of loss and title for the Goods pass to you, the customer, upon delivery to a reasonable carrier or, when applicable, when Goods are made available for your download.
15. Shipping Policy for Goods a. Shipping Rates and Methods. Where applicable, shipping rates, methods, and delivery estimates for your order of Goods will be calculated and displayed at checkout. b. Goods Available for Download. When available for download, Goods will not be physically shipped or delivered unless otherwise expressly stated at checkout. 8 c. Domestic Shipping Policy. All orders of Goods are processed within 2-3 business days. Orders are not shipped or delivered on Holidays. If we are experiencing a high volume of orders, shipments may be delayed by a few days. Please allow additional days in transit for delivery. If there will be a significant delay in shipment of your order, we will contact you via email or telephone. d. Shipment to P.O. Boxes or APO/FPO Addresses. www.spanishplaydates.com ships to addresses within the continental U.S., U.S. Territories, and APO/FPO/DPO addresses. e. Shipment Confirmation and Order Tracking. Except where Goods are available for download, you will receive a shipment confirmation email once your Goods have shipped containing your tracking number(s). The tracking number will be active within 24 hours. f. Customs, Duties and Taxes. Company is not responsible for any customs and taxes applied to your purchase of the Goods. All fees imposed during or after shipping are your responsibility (tariffs, taxes, etc.). g. Damages. Company is not liable for any Goods damaged or lost during shipping. If you received your Goods damaged, please contact the shipment carrier to file a claim. Please save all packaging materials and damaged goods before filing a claim. h. International Shipping Policy. We currently do not ship outside the United States. i. Payment. Total payment for the Goods, including shipping charges and any applicable taxes, will be calculated at checkout. You will pay that amount in accordance with the terms indicated.
16. Nonconformity, Returns, and Refunds You may reject any nonconforming Goods you receive by notifying the Company within 24 hours of delivery or download of the Goods about the nonconformity. At Company’s sole discretion, Company will issue a refund or replace the Goods. Nonconformity occurs when the Goods do not conform to the Order or if the Products are materially defective.
17. Governing Law and Venue Without regard to its choice or conflict of law principles, Ohio law governs all matters with respect to these Terms and Conditions. You and Company submit to the exclusive jurisdiction of the Ohio state courts in Hamilton County, Ohio or federal courts in the Southern District of Ohio for any and all actions or proceedings arising out of or relating to these Terms and Conditions, with the exception that we may bring any action or proceeding against you for breach of these Terms and Conditions in your country of residence or any other relevant country. You must waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
18. Limitation on Time to File Claims 9 You must commence any cause of action or claim you may have arising out of or relating to these Terms and Conditions or the Website or its Content within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
19. Waiver The waiver, delay, or failure by Company in exercising any right, power, or privilege granted by any provision of these Terms and Conditions at any time shall not operate as a continued waiver or preclude the further exercise of any right, power, or privilege granted to Company by that provision or any other provision of these Terms and Conditions.
20. Severability If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall not be terminated but modified to the maximum extent enforceable by law. If a provision cannot be modified to a satisfactory degree in the judgment of such court, the remainder of these Terms and Conditions shall continue in full force and effect. 21. Entire Agreement These Terms and Conditions constitute the sole and entire agreement between you and Andean Import Company LLC d/b/a Spanish Play Dates with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.