Our Terms of Service
Last Updated Date:
- Our Role. Borrowed & Blue is a community of users that include prospective brides and grooms (collectively, "Wedding Users") and companies and other third parties offering products and services related to weddings ("Vendors"). However, we are not a wedding product or service provider, wedding vendor or an agent representative. Our Website and Services function solely as a neutral venue and forum and we have no control over the accuracy of listings on our Services or the ability of Vendors to provide items or services. We are not involved in or a party to any interaction or transaction that may occur between Users. We do not attempt to confirm, and does not confirm, any User's purported identity. We do not investigate any User's reputation, conduct, morality, criminal background or verify the information that any user submits to the Website.
- Wedding Users. If you are a Wedding User, you acknowledge and agree that: (i) we do not provide any of the products or services advertised or offered by Vendors; (ii) we do not endorse any Vendor, nor do we guarantee the quality of their goods or services; (iii) any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to products and services offered through the Services are not provided by us and are specifically and solely between you and the Vendor; (iv) any transaction you enter into with a Vendor is strictly between you and the Vendor, and Borrowed & Blue is not a party to that transaction; and (v) any dispute you have with a Vendor is between you and the Vendor, and we will not be a party to that dispute. Our Services include the display of Reviews (defined below) to help you evaluate Vendors with whom you are considering transacting business, but we do not and cannot guarantee that information provided by or about Vendors on the Website is accurate (including in Reviews). You should use Borrowed & Blue as a starting point for identifying vendors to provide the products and services you need for your wedding, then conduct your own research to ensure that vendors you choose to do business with are appropriate for you. You may wish to consider using a third-party service that provides additional user verification.
- Vendors. If you are a Vendor, you acknowledge and agree that: (i) we will not endorse you or your products or services; (ii) we are in no way responsible for assisting you in reaching an agreement with Wedding Users; (iii) we not responsible for assisting you in providing goods and services to Wedding Users; (iv) while all Wedding Users are required to give us accurate information about themselves, we cannot and will not verify this information; (v) any transaction you enter into with a Wedding User is strictly between you and the Wedding User, and we are not a party to that transaction; (vi) any dispute you have with a Wedding User is between you and the Wedding User, and we will not be a party to that dispute. Vendors are solely responsible for compliance with all applicable laws, rules, regulations and local ordinances, including without limitation, necessary permits (collectively, "Regulations"), or other taxes and payments which may be applicable to jobs. You agree that you, as a Vendor, are solely responsible for your jobs and agree to indemnify, defend and hold harmless Borrowed & Blue from any claims, suits, losses, damages, costs and expenses (including reasonable attorneys' fees) relating to or arising from your jobs, including any violation of any Regulations, or other taxes and payments which may be applicable to your job.
Responsibility for Content.
- Types of Content. You acknowledge that all lists and other information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials ("Content") accessible through the Borrowed & Blue Properties is the sole responsibility of the party from whom such Content originated. When we use the phrase "Borrowed & Blue Properties," we mean the Website, the Services, and the information and content available on any of the foregoing. This means that you, and not Borrowed & Blue, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through the Borrowed & Blue Properties ("Your Content"), and other Users of the Borrowed & Blue Properties, and not Borrowed & Blue, are similarly responsible for all Content they Make Available through the Borrowed & Blue Properties ("User Content"). Your Content includes Content from a third party that you Make Available on the Borrowed & Blue Properties. Basically, make sure you have the right to add Content before you put that Content on our Service.
- License to Your Content. You grant Borrowed & Blue a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, create derivative works of, derive revenue or other remuneration from, communicate to the public, and other exploit in any way, Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in Your Content. You agree that you, not Borrowed & Blue, are responsible for all of Your Content that you Make Available on or in the Borrowed & Blue Properties and our use thereof. We will not be responsible or liable for any use of your Content by us in accordance with these Terms. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. If you want to publish Content of someone other than yourself, you must get permission from the individuals portrayed in the Content before using the content through our Services. The above licenses will continue unless and until you remove Your Content from the Borrowed & Blue Properties, in which case the licenses will terminate within a commercially reasonable period of time after such deletion.
- Reviews. Our "Reviews" consist of opinions and information left by other Users about Vendors. Reviews may include initial reviews from a Wedding User and responses from a Vendor. As our Services are a neutral venue, we cannot, do not, and will not make any comments on behalf of any User. A key component of the Services is the ability of Users to leave Reviews about Vendors (whether positive, neutral or negative) AND for other Users to read and evaluate those Reviews and make voluntary choices based upon those Reviews. We do not make judgments on the veracity of opinions or statements. We may, but are not required to, take certain steps to ensure the Review is accurate, including proof that a User conducted business (or attempted to conduct business) with a Vendor. In order to protect the integrity of the Reviews, we will only consider removing a Review: (i) that contains profane, vulgar, discriminatory or contains adult material: (ii) for which we are provided with a binding ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the Review is slanderous, libelous, defamatory or otherwise illegal or the court order requires removal; (iii) that makes any reference to actions taken or purported to be taken by Borrowed & Blue or any law enforcement organization; (iv) that violates these Terms; (v) from a User that cannot be verified by use; or (vi) if required by law. Vendors may contact us to initiate a dispute over a Review. As a Vendor, you agree that you will not: (a) attempt to restrict in any way a User's right to post a review, by contract or otherwise; (b) offer a User cash or other compensation in any form in exchange for a more favorable review; (c) post and/or cut and paste and/or copy the content of a Review from the Website to your own personal or business site, to any other third party website and/or to or on any of your own personal, business or third-party marketing/advertising materials, regardless of the form; (d) attempt to gain Reviews by receiving multiple Reviews from the same User; (e) post or attempt to post, in any manner or by any means, a Review on your own account; or (f) misrepresent or impersonate another User. You, as Vendor, agree and acknowledge that Borrowed & Blue shall be entitled to retain all Reviews associated with you (including any of your responses) as well as basic directory information about you (e.g., business name, address and telephone number). Reviews about you will not be Your Content or your personal information. At your request, however, we will, however, remove any other of Your Content (i.e., content that is not publicly available or included in reviews).
- No Obligation to Pre-Screen Content. You acknowledge that Borrowed & Blue has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Borrowed & Blue reserves the right in its sole discretion to pre-screen, refuse or remove any Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Borrowed & Blue pre-screens, refuses or removes any Content, you acknowledge that Borrowed & Blue will do so for Borrowed & Blue's benefit, not yours. Without limiting the foregoing, Borrowed & Blue shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
- Storage. Unless expressly agreed by Borrowed & Blue in writing elsewhere, Borrowed & Blue has no obligation to store any of Your Content that you Make Available on the Borrowed & Blue Properties. Borrowed & Blue has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Borrowed & Blue Properties. You agree that Borrowed & Blue retains the right to create reasonable limits on Borrowed & Blue's use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Borrowed & Blue in its sole discretion.
- Display. We reserve the right to commercialize Your Content in any way, including by including advertising in and around Your Content. As we do not control any advertising, you hereby agree and acknowledge to the juxtaposition of any advertising around Your Content. In addition, you acknowledge and agree that you will have no right to any revenue or fees we may obtain or receive in connection with Your Content.
- Your Content. In connection with your use of the Borrowed & Blue Properties, you shall not Make Available any Content that: (a) you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (b) infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; (c) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (d) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities.
Use of the Services and Borrowed & Blue Properties.
- Usage. The Borrowed & Blue Properties are protected by copyright laws throughout the world. Subject to the Terms, Borrowed & Blue grants you a limited license to reproduce portions of the Borrowed & Blue Properties for the sole purpose of using the Services for your personal or internal business purposes.
- Updates. You understand that the Borrowed & Blue Properties are evolving. As a result, Borrowed & Blue may require you to accept updates to the Borrowed & Blue Properties that you have installed on your computer or mobile device. You acknowledge and agree that Borrowed & Blue may update the Borrowed & Blue Properties with or without notifying you. You may need to update third-party software from time to time in order to use the Borrowed & Blue Properties.
- Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Borrowed & Blue Properties or any portion of the Borrowed & Blue Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Borrowed & Blue Properties (including images, text, page layout or form) of Borrowed & Blue; (c) you shall not use any metatags or other "hidden text" using Borrowed & Blue's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Borrowed & Blue Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access the Borrowed & Blue Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Borrowed & Blue Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Borrowed & Blue Properties. Any future release, update or other addition to the Borrowed & Blue Properties shall be subject to the Terms. Borrowed & Blue, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Borrowed & Blue Properties terminates the licenses granted by Borrowed & Blue pursuant to the Terms.
- Third-Party Materials. As a part of the Borrowed & Blue Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Borrowed & Blue to monitor such materials and that you access these materials at your own risk.
- Registering Your Account. In order to access certain features of the Borrowed & Blue Properties you may be required to become a Registered User. For purposes of the Terms, a "Registered User" is a User who has registered an account with Borrowed & Blue ("Account").
- Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Borrowed & Blue Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Borrowed & Blue Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Borrowed & Blue immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Borrowed & Blue has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Borrowed & Blue has the right to suspend or terminate your Account and refuse any and all current or future use of the Borrowed & Blue Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Borrowed & Blue reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Borrowed & Blue Properties if you have been previously removed by Borrowed & Blue, or if you have been previously banned from any of the Borrowed & Blue Properties.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Borrowed & Blue Properties, including but not limited to, a mobile device that is suitable to connect with and use the Borrowed & Blue Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Borrowed & Blue Properties.
- Borrowed & Blue Properties. Except with respect to Your Content and User Content, you agree that Borrowed & Blue and its suppliers own all rights, title and interest in the Borrowed & Blue Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the Borrowed & Blue Properties.
- Trademarks. Borrowed & Blue and other related graphics, logos, service marks and trade names used on or in connection with the Borrowed & Blue Properties or in connection with the Services are the trademarks of Borrowed & Blue and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Borrowed & Blue Properties are the property of their respective owners.
- Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Borrowed & Blue Properties.
- Your Content. Borrowed & Blue does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Borrowed & Blue Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
- Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Borrowed & Blue Properties, you hereby expressly permit Borrowed & Blue to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
- Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Borrowed & Blue.
- Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person's permission.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Borrowed & Blue through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that Borrowed & Blue has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Borrowed & Blue a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Borrowed & Blue Properties.
Interactions with Other Users.
- User Responsibility. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Borrowed & Blue reserves the right, but has no obligation, to intercede in such disputes. You agree that Borrowed & Blue will not be responsible for any liability incurred as the result of such interactions.
- Your Content. Borrowed & Blue is not responsible for and does not control how other Users use Your Content once exported or downloaded from the Borrowed & Blue Properties. Any such use of Your Content by such other Users (including any modification or derivative works thereof) is not subject to our Terms. Borrowed & Blue has no way to review or monitor, and does not approve, endorse or make any representations or warranties with respect to the use of Your Content. You provide Your Content at your own risk.
- Content Provided by Other Users. The Borrowed & Blue Properties may contain User Content provided by other Users. Borrowed & Blue is not responsible for and does not control User Content. Borrowed & Blue has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. We may delete User Content in our discretion.
- Third-Party Services. The Borrowed & Blue Properties may contain links to third-party websites ("Third-Party Websites") and advertisements for third parties (collectively, "Third-Party Websites & Ads"). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left the Borrowed & Blue Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of Borrowed & Blue. Borrowed & Blue is not responsible for any Third-Party Websites & Ads. Borrowed & Blue provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- Geolocation Borrowed & Blue uses Google Maps Geocoding API. By using the Website, you agree to bound by Google's Terms of Service at: https://www.google.com/intl/en/policies/terms/.
Payments and Commissions.
- Borrowed & Blue Commissions. Wedding Users and Vendors may use the Website and Services to complete certain paid transactions between one another, such as booking the Vendor's venue, paying for flowers, or placing a deposit with the Vendor (each, a "Paid Transaction"). Following Borrowed & Blue's receipt of applicable payments in connection with a Paid Transaction, Borrowed & Blue (via its third party payment processor) will remit to the Vendor such payments less Borrowed & Blue's commission (a "B&B Commission"). If you are a Vendor, you acknowledge and agree that you will not receive interest or other earnings on the funds held of Borrowed & Blue prior to disbursement of funds/fees to you. Borrowed & Blue reserves the right to seek reimbursement from you, as a Vendor, and you will reimburse Borrowed & Blue, if we suspect fraud or criminal activity associated with your payment or withdrawals, or if we discover erroneous or duplicate transactions, or if we supplied Services in accordance with the Terms yet receive any chargeback from a Wedding User's credit card company, bank, Paypal or other payment method used by you or the Wedding Users. You agree that we have the right to obtain such reimbursements by instructing our third party payment processor to charge your account, offsetting any amounts determined to be owning, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements or chargebacks is cause for termination of these Terms.
- Refunds. Borrowed & Blue has no obligation to provide refunds or credits to you, either as a Wedding User or as a Vendor, but may grant them in extenuating circumstances, for instance to correct any errors made by Borrowed & Blue, in each case at Borrowed & Blue's sole discretion.
- Taxes. You, as a Wedding User or as a Vendor, will be liable for all transaction taxes on the Services under these Terms (other than taxes based on Borrowed & Blue's income).
- Disputes. You must notify us in writing within ten (10) days after receiving your credit card statement (if you are a Wedding User) or receiving payment of funds (if you are a Vendor), if you dispute any charges (as a Wedding User) or the Wedding User's nonpayment or underpayment (as a Vendor). Upon receipt of such a notice, Borrowed & Blue will notify the other party that there is a dispute to be resolved between the parties.
- Indemnification. You agree to indemnify and hold Borrowed & Blue, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Borrowed & Blue Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Borrowed & Blue Properties or any other User's Content; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; (e) your violation of any applicable laws, rules or regulations; or (f) your interactions with any other User. Borrowed & Blue reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Borrowed & Blue in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Borrowed & Blue Properties.
Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE BORROWED & BLUE PROPERTIES IS AT YOUR SOLE RISK, AND THE BORROWED & BLUE PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. BORROWED & BLUE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- BORROWED & BLUE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE BORROWED & BLUE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE BORROWED & BLUE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE BORROWED & BLUE PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE BORROWED & BLUE PROPERTIES WILL BE CORRECTED.
- ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE BORROWED & BLUE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE BORROWED & BLUE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
- THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. BORROWED & BLUE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BORROWED & BLUE OR THROUGH THE BORROWED & BLUE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- From time to time, Borrowed & Blue may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Borrowed & Blue's sole discretion. The provisions of this section apply with full force to such features or tools.
- No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT BORROWED & BLUE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BORROWED & BLUE PARTIES LIABLE, FOR THE CONDUCT OF OTHER USERS OR OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT BORROWED & BLUE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE BORROWED & BLUE PROPERTIES.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE BORROWED & BLUE PROPERTIES IS AT YOUR SOLE RISK, AND THE BORROWED & BLUE PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. BORROWED & BLUE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitation of Liability.
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL BORROWED & BLUE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE BORROWED & BLUE PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT BORROWED & BLUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE BORROWED & BLUE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE BORROWED & BLUE PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE BORROWED & BLUE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE BORROWED & BLUE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE BORROWED & BLUE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL BORROWED & BLUE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (1) TWENTY FIVE DOLLARS ($25.00); AND (2) ANY AMOUNTS PAID BY YOU TO BORROWED & BLUE FOR B&B COMMISSIONS IN THE THREE (3) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
- User Content. BORROWED & BLUE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BORROWED & BLUE AND YOU.
- EXCLUSION OF DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- Procedure for Making Claims of Copyright Infringement. It is Borrowed & Blue's policy to terminate access privileges of any User who repeatedly infringes copyright upon prompt notification to Borrowed & Blue by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Borrowed & Blue Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Borrowed & Blue Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Borrowed & Blue's Copyright Agent for notice of claims of copyright infringement is as follows: email@example.com.
Term and Termination.
- Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Borrowed & Blue Properties, unless terminated earlier in accordance with the Terms.
- Prior Use. Notwithstanding the foregoing, if you used the Borrowed & Blue Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Borrowed & Blue Properties (whichever is earlier) and will remain in full force and effect while you use the Borrowed & Blue Properties, unless earlier terminated in accordance with the Terms.
- Termination of Services by Us. We have the right to modify, suspend or terminate any Services provided to you at any time without or without reason. You agree that all terminations for cause shall be made in our sole discretion.
- Termination of Services by You. If you want to terminate the Services provided by Borrowed & Blue, you may do so by notifying Borrowed & Blue at any time. Your notice should be sent, in writing, to Borrowed & Blue's address set forth below.
- Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination may include deletion of your password and certain information, files and Content associated with your Account (or any part thereof), excluding Reviews and directory information about you. Upon termination of any Service, your right to use such Service will automatically terminate immediately. We will not have any liability whatsoever to you for any suspension or termination, including for deletion or non-deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- Violations. If Borrowed & Blue becomes aware of any possible violations by you of the Terms, Borrowed & Blue reserves the right to investigate such violations. If, as a result of the investigation, Borrowed & Blue believes that criminal activity has occurred, Borrowed & Blue reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Borrowed & Blue is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Borrowed & Blue Properties, including Your Content, in Borrowed & Blue's possession in connection with your use of the Borrowed & Blue Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Borrowed & Blue, its Users or the public, and all enforcement or other government officials, as Borrowed & Blue in its sole discretion believes to be necessary or appropriate.
- Breach. In the event that Borrowed & Blue determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Borrowed & Blue Properties, Borrowed & Blue reserves the right to: (i) warn you via e-mail (to any e-mail address you have provided to Borrowed & Blue) that you have violated the Terms; (ii) delete any of Your Content; (iii) discontinue your registration(s) with the any of the Borrowed & Blue Properties, including any Services or any Borrowed & Blue community; (iv) notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (v) pursue any other action which Borrowed & Blue deems to be appropriate.
- No Subsequent Registration. If your registration(s) with or ability to access the Borrowed & Blue Properties, or any other Borrowed & Blue community is discontinued by Borrowed & Blue due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Borrowed & Blue Properties or any Borrowed & Blue community through use of a different user name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Borrowed & Blue Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Borrowed & Blue reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- Electronic Communications. The communications between you and Borrowed & Blue use electronic means, whether you visit the Borrowed & Blue Properties or send Borrowed & Blue e-mails, or whether Borrowed & Blue posts notices on the Borrowed & Blue Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Borrowed & Blue in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Borrowed & Blue provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Release. You hereby release Borrowed & Blue Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Borrowed & Blue Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Borrowed & Blue Properties. If you are a California resident, you hereby 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."
- Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Borrowed & Blue's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. Borrowed & Blue shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Compliance. If you believe that Borrowed & Blue has not adhered to the Terms, please contact Borrowed & Blue by emailing us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
- Limitations Period. YOU AND BORROWED & BLUE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE BORROWED & BLUE PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. .
Please read this Section
carefully. It is part of your contract with Borrowed & Blue and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Borrowed & Blue that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Borrowed & Blue, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Borrowed & Blue should be sent to: email@example.com. After the Notice is received, you and Borrowed & Blue may attempt to resolve the claim or dispute informally. If you and Borrowed & Blue do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. Arbitration shall be initiated through JAMS an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within one hundred (100) miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Borrowed & Blue, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Borrowed & Blue.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. 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 the event any litigation should arise between you and Borrowed & Blue in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND BORROWED & BLUE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
- 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, AND 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 with respect to a particular claim or dispute, then notwithstanding anything to the contrary in this Arbitration Agreement or Terms, neither you or Company is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 15.7(m).
- Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this Arbitration Agreement.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Borrowed & Blue.
- Small Claims Court. Notwithstanding the foregoing, either you or Borrowed & Blue may bring an individual action in small claims court.
- Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
- Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Virginia, for such purpose.
- Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
- Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C'est law volone expresse des parties que la presente convention ainsi que les documents qui s'y rattacent soient rediges en anglais.
- Notice. Where Borrowed & Blue requires that you provide an e-mail address, you are responsible for providing Borrowed & Blue with your most current e-mail address. In the event that the last e-mail address you provided to Borrowed & Blue is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Borrowed & Blue's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Borrowed & Blue at the following address: 206 East Market Street, Charlottesville, Virginia, 22902. Such notice shall be deemed given when received by Borrowed & Blue by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Export Control. You may not use, export, import, or transfer the Borrowed & Blue Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Borrowed & Blue Properties, and any other applicable laws. In particular, but without limitation, the Borrowed & Blue Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Borrowed & Blue Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Borrowed & Blue Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Borrowed & Blue are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Borrowed & Blue products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
The Borrowed & Blue Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Borrowed & Blue intends to announce such Services or Content in your country. The Borrowed & Blue Properties are controlled and offered by Borrowed & Blue from its facilities in the United States of America. Borrowed & Blue makes no representations that the Borrowed & Blue Properties are appropriate or available for use in other locations. Those who access or use the Borrowed & Blue Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- United Kingdom. A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
- Germany. Notwithstanding anything to the contrary in Section 13, Borrowed & Blue is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).