1. Introduction
1.1. This website (the “Website”) is owned and operated by Tailor Brands Ltd. and its subsidiaries (“Tailor Brands”, “we”, “our”, or “us”).
1.2. Please read carefully the following terms of service (the “Terms”) because they constitute a binding agreement between you, the individual or entity accessing or using the Website or Services, and us.
1.3. By accessing the Website or by using it or Services in any other manner, you signify your acceptance of the Terms. If you do not agree to the Terms, you may not access or use the Website or Services.
1.4. For purposes of these Terms of Service, “you” or “your” means you, as an end user of the Services. If you are entering into these Terms on behalf of a company, business or other legal entity, then you hereby represent that you have the authority to bind such entity to these Terms.
1.5. If you have questions or comments about the Terms, feel free to contact us at: [email protected].
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
2. Our Services and Legal Restrictions
2.1. We provide an AI-powered platform that helps to develop, launch, and manage a business, and that includes logo design and branding capabilities, including but not limited to the ability to create and manage a logo (“Logo”), website, domain name, business mailbox, digital business card, and graphic designs (such as presentations, social tools, and other marketing materials); purchase printing branded products; engage with our experts to access premium features in the platform; and, where applicable, manage compliance aspects of a business, including the ability to submit a limited liability company (“LLC”) and trademark registration applications (collectively, our “Services”).
2.2. WE DO NOT PROVIDE LEGAL SERVICES OR ACCOUNTING SERVICES OF ANY KIND. THIS MEANS THAT WE DO NOT: REVIEW THE INFORMATION YOU PROVIDE TO US FOR LEGAL ACCURACY OR SUFFICIENCY OR TO IDENTIFY OR ASSESS ANY PARTICULAR LEGAL ISSUE OR PROBLEM; APPLY THE LAW TO THE FACTS OF YOUR SITUATION; DRAW LEGAL CONCLUSIONS; OR PROVIDE LEGAL ADVICE OR ACCOUNTING ADVICE. TO THE EXTENT YOU NEED LEGAL ADVICE OR HAVE A LEGAL QUESTION CONCERNING ANY ASPECT OF OUR SERVICES, YOU SHOULD CONSULT WITH A LAWYER OF YOUR CHOICE IN THE APPROPRIATE JURISDICTION. TO THE EXTENT YOU NEED ACCOUNTING ADVICE OR HAVE AN ACCOUNTING QUESTION CONCERNING ANY ASPECT OF OUR SERVICES, YOU SHOULD CONSULT WITH AN ACCOUNTANT OF YOUR CHOICE IN THE APPROPRIATE JURISDICTION.
2.3. If you wish to become our affiliate, our Affiliate Program Agreement applies and serves as an integral part of the Terms.
2.4. We may offer you free content on the Website, on an “as-is” and “as-available” basis, including, without limitation, information about our products, prices, and plans; branding blog posts; logo design ideas and tips; brand guidelines; a support center; a careers webpage, a knowledge base index; a site map; and frequently asked questions (FAQs).
2.5. Unless we state otherwise in writing, as between you and us, all information and materials presented on the Website and Services are our sole property. For clarity, we reserve all rights not expressly granted in the Terms.
2.6. The Website and Services are not intended for or directed toward individuals under the age of 18. If you are under the age of 18, you do not have authorization or permission to access or use the Website or Services.
2.7. You hereby represent that you are fully aware and in compliance with all applicable Sanctions Regulations as defined below. You further confirm you are not a resident or incorporated in a Sanctioned Jurisdiction and that you are not a Sanctioned Person, as defined below. You will not access to our products and services from a Sanctioned Jurisdiction. You hereby confirm you will not provide, directly or indirectly, any services to any Sanctioned Jurisdiction or Sanctioned Person. You agree to indemnify us for any fines and/or penalties imposed as a result of a breach of this section. “Sanctions Regulations” means all trade, economic or financial sanctions, embargoes, or restrictive measures administered, enacted or enforced by (i) the United States (including without limitation OFAC or the Department of State), (ii) the European Union or any European Union member state, (iii) the United Nations, (iv) the United Kingdom, (v) Israel, or (vi) any other governmental entity of a jurisdiction where we conduct business. “Sanctioned Jurisdiction” means a country or territory that is itself the subject or target of any Sanctions (currently, Cuba, Iran, Lebanon, North Korea, Syria, and the Ukrainian Regions of Crimea, Luhansk, Donetsk, Kherson and Zaporizhzhia). “Sanctioned Person” means any person subject to Sanctions, including (a) any person appearing on any list of persons subject to Sanctions maintained by the United States (including without limitation OFAC or the Department of State), (ii) the European Union or any European Union member state, (iii) the United Nations, (iv) the United Kingdom, (v) Israel, or (vi) any other governmental entity of a jurisdiction where we conduct business; (b) any person located, organized, or resident in a Sanctioned Jurisdiction; or (c) any person directly or indirectly owned fifty percent or more or controlled, individually or in the aggregate, by one or more persons described in the foregoing clauses (a) and/or (b).
2.8. We use artificial intelligence (AI) tools in the provision of Services which may generate business plans and other AI-generated output for our users (“AI Generated Output”). By using the Services, you acknowledge and agree that the AI Generated Output is provided “as is” and is not a substitute for professional business, financial, or legal advice. While we make reasonable efforts to ensure that the AI tools provide useful and accurate information, we do not guarantee that the AI Generated Output will meet all your specific business needs or comply with applicable laws and regulations in your jurisdiction. You are responsible for reviewing the AI Generated Output and ensuring that they are appropriate for your business purposes.
3. Your License
3.1. Subject to the Terms and payment in full (where applicable), we grant you a worldwide, limited in time (during your subscription period), non-exclusive, revocable, non-transferable right to use the Website and Services (where applicable) (“Your License”). You will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Website (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based on the Website or Services; (c) use the Website or Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) use the Website or Services to create or develop a competitive product or service; (e) attempt to gain unauthorized access to the Website; (f) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Website; (g) interfere with or disrupt the integrity or performance of the Website or Services; (h) circumvent, remove, alter or thwart any technological measure or content protections of the Website; (i) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Website to monitor, extract, copy or collect information or data from or through the Service; or (j) otherwise use the Website or Services except as expressly permitted herein.
3.2. You will own the rights to use the Logo anyway you see fit and may use it for any of your commercial and non-commercial use, even after your subscription is expired. Your ownership of the Logo is conditioned on the following accumulative terms:
3.2.1. You pay us for the Logo, in full.
3.2.2. You fully comply with the Terms.
3.2.3. You download the Logo to your device.
3.3. Your License is applicable for any commercial and non-commercial use, provided that such use is in accordance with the Terms.
3.4. We do not claim ownership over, or are in any way responsible for, Your Content (as defined below) or the Logo.
3.5. For clarity, you must use the Website’s and Services’ tools and features that we make available for their intended purpose only.
4. Fees and Renewal
4.1. Our Services include free-of-charge services, free-trial plans, one-time-payment services, and subscription-based services.
4.2. To the maximum extent permitted by law and unless otherwise specified herein, all fees are non-refundable. In cases where a refund is issued, we will charge service fee of $29, which will be deducted from the refund amount (“Service Fee”). The Service Fee covers the administrative and other costs associated with processing the refund. We may waive the Service Fee in our sole discretion if the refund results from your overpayment, or our failure to deliver a Service.
4.3. You undertake to store and update your payment and contact information, with respect to our Services that you have purchased. If you fail to update your payment information, we may be unable to process your payments, or remit refunds and other amounts payable to you. We are not responsible for any losses, non-delivery of funds, or non-delivery of documents or information resulting from your failure to store and update your payment and contact information with us.
4.4. In addition to our fees, you are required to pay all related taxes and costs in relation to paid Services, including, without limitation and where applicable, government filing fees (including expedite fees and other related costs and expenses to the state, as applicable), value-added tax (VAT), and any other applicable fees, costs, expenses, and taxes in connection with your paid Services, including without limitation name reservation fees and shipment fees to DHL or any other couriers, to our sole discretion, to the extent required for the state filing or otherwise in connection your paid Services. If the actual government filing fee is lower than the amount we have charged you for, or if we are unable to provide you with the Services, we will attempt to refund you the applicable amount of the governmental fee or Services fees using the payment information associated with your account, or, based on our discretion or if the payment information associated with your account is no longer valid or the payment is rejected, returned, or undelivered for any reason, by issuing a refund in the form of a credit to your account with us.
4.5. We will charge you through the payment method you have designated immediately upon your purchase. We have implemented an automatic renewal option by default for subscription-based services to ensure that you do not experience any interruption or loss of services. We will automatically charge you up to 30 days before a renewal period commences, including all taxes applicable to that period, unless you cancel your account before the renewal date.
4.6. You can cancel your account at any given time by visiting your account settings. You may also email our team at [email protected] before your renewal date and request to cancel your account.
4.7. If we cannot charge you on time, for any reason, we may not be able to continue providing you with the paid Services. If we continue providing the paid Services, we reserve our right to charge you, and you agree to pay, for the paid Services, any renewals, and the associated costs in relation to your later payment. We may, at our sole discretion, use third-party service providers, including collection agencies, to collect any amounts due by you to us. It is your responsibility to keep your payment method information correct and up to date. For clarity, we will not be responsible for any cancellation of Services or loss of any related products thereof.
4.8. In certain limited circumstances we may issue a credit to your account. Credits are issued solely for commercial purposes and not for personal, household or family purposes. Credits may be applied to cover all fees paid by you, including government filing fees, at our sole discretion. Credits may only be used to pay for goods and Services we offer through our Website. Credits cannot be applied to pay for third-party fees, including taxes and government filing fees, except as permitted by us in our sole discretion. We reserve the right to change the items, fees, and transactions to which credits may be applied at any time in our sole discretion. Your credit will automatically be used to cover amounts due to us. Unless we specifically stated otherwise, credits expire twelve (12) months after we issue the credit to your account. If you have not redeemed your credits within twelve (12) months, then you forfeit the credit and will not be entitled to redeem the credit. Credits are not transferrable, including by operation of law, and any attempt to transfer credits shall render the credits null and void. If the payment information associated with your account becomes invalid, or if the payment is rejected, returned, or undelivered for any reason during a renewal or for any due payment, we reserve the right to use any credit related to your account.
4.9. 7-Day Free Trial.
4.9.1. Upon signing up for the Services, you may, at our sole discretion, be offered the option to subscribe to a free trial (“Free Trial”). The Free Trial will last for seven (7) days unless explicitly stated otherwise. Following the expiration of the Free Trial period, your subscription to the Services will automatically convert to a paid subscription (“Paid Subscription”), unless you cancel the Paid Subscription before the end of your Free Trial period. The credit card you provided will automatically be charged the then-applicable subscription fee, and the subscription will continue until you cancel your Paid Subscription. You may cancel at any time by visiting your account settings.
4.9.2. We reserve the right to modify or remove any features and functionalities offered during the Free Trial, as well as to terminate a Free Trial, at any time, with or without notice.
5. Discounts
5.1. We or our affiliates may offer you a discount, a coupon, or any other promotional offer (the “Discount”). The Discount allows you to purchase some of our Services at a discount.
5.2. If you apply the Discount to a subscription-based service, we will have the right to renew your subscription automatically and without notice at the full applicable payment.
5.3. The Discount may have an expiration date.
6. Vouchers
6.1. We may offer vouchers for sale (the “Vouchers”). The Vouchers allow you to purchase some of our Services at a discount.
6.2. The Vouchers are non-refundable and have expiration dates.
7. Grant Program
7.1. At Tailor Brands, we are committed to supporting our customers in their pursuit of success. To further this goal, we have established a Grant Program (as defined below) to provide financial assistance to eligible small businesses that align with our values of innovation, community impact, and problem-solving (the “Grant Program”). Through this Grant Program, we may award grants ranging from $1,000 to $1,500 to selected small businesses that demonstrate a clear purpose and commitment to positively impacting their communities (as further detailed below) and that meet the criteria outlined in these Terms (each, a “Grant”).
7.2. Eligibility
7.2.1. Applicants to the Grant Program must be at least 18 years old. Your business must be a privately held entity registered in a U.S. state with its primary place of business in the U.S. Additionally, you must have subscribed to and utilized our Services within the last 6 months. Eligible businesses must produce products or offer services that meet the criteria outlined on our Website, which include addressing a real problem, benefiting others, and/or fulfilling a community need.
7.2.2. You may submit only one application per month. For the avoidance of doubt, previous recipients of a Grant or any other award from Tailor Brands are ineligible to apply for another grant. Tailor Brands reserves the right to reject or disqualify any application at its sole discretion.
7.3. Application Process
7.3.1. If your business meets the eligibility criteria, you may apply to the Grant Program by visiting our Website and completing the application form with the required information. You are responsible for providing and maintaining accurate contact and business details. The selection process includes an evaluation by our staff to verify your qualifications, as described on the designated Grant Program page on our Website.
7.3.2. You will be notified of your application status within 45 days. If approved, you will receive a one-time payment of $1,000-$1,500 (to be determined at our sole discretion) via wire transfer, or as credits to your Tailor Brands’ account, or a combination of both, as set forth in the applicable offer, all at Tailor Brands’ sole discretion. However, a Grant cannot be used to offset amounts owed by you to Tailor Brands for a subscription or other products, unless approved or directed in writing by Tailor Brands.
7.3.3. For clarity, Grants cannot be combined with other promotions, offers, or discounts provided by Tailor Brands.
7.4. General Conditions
7.4.1. You are solely responsible for any tax or duty obligations associated with the Grant.
7.4.2. By applying to the Grant Program (except where prohibited by law), you hereby grant Tailor Brands an irrevocable, royalty-free, worldwide right and license to use, publish, edit, or display your name, photograph, likeness, biographical information, business name, logo, and other relevant marks for advertising, trade, promotional, and publicity purposes without further obligation or compensation of any kind to you, online, or in print, or in any other media. You hereby waive any right to inspect or approve any such use.
7.4.3. Requests for confirmation or certification of a Grant award cannot be accommodated.
8. Chargebacks
8.1. If you have questions or concerns about a payment, please contact us at [email protected].
8.2. If, at any given time, we record a decline, chargeback, or other rejection of a charge of any applicable payment without justified reason, at our sole discretion, we may block, cancel, or disable your account.
9. Currencies
9.1. Based on your geographic location, the payments will be presented in one of the used currencies, including, without limitation, U.S. dollars, Canadian Dollars, Australian dollars, Euros, or Pound Sterling.
9.2. We may change our used currencies list at any given time. Our pricing list may change based on different currencies, and not necessarily in line with the then-current currency exchange rates.
10. Termination
10.1. We can suspend or terminate your rights to use the Website and Services at any time, at our sole discretion, and without prior notice, if we believe that you have breached the Terms.
10.2. Termination of your account may involve the deletion of your account along with all related information.
10.3. If we suspend or terminate your account or your rights to use the Website or Services, you immediately forfeit any amounts credited to your account. If you terminate your account and you have a credit to your account, then the credit will be forfeited.
11. Logo
11.1. Our AI-powered logo design and branding platform allows you to create and purchase a Logo.
11.2. As stated in Section 3, You will own the rights to use the Logo in any way you see fit and may use it for any of your commercial and non-commercial use, even after your subscription is expired.
11.3. You represent and warrant that the Logo and your use of the Logo does not and will not violate any third party’s rights, including, without limitation, intellectual property rights. In addition to and without limiting the indemnity provision stated herein, you further agree to fully cooperate with us regarding any claim or demand in relation to the Logo, at your expense.
11.4. Your ownership of the Logo and related intellectual property rights therein is conditioned upon payment of the applicable fees to Tailor Brands. If the event of a refund or chargeback, we will notify you that the intellectual property rights in the Logo did not transfer for lack of payment and give you 15 days to provide a different method of payment. If you fail to remedy by making proper payment within 15 days from receipt of notice, you agree that Tailor Brands will have the right to utilize or otherwise repurpose the Logo, and in that case you also irrevocably, unconditionally, and automatically transfer all rights in the Logo to us, as reasonable damages for services rendered.
11.5. You understand and acknowledge that we do not perform any review of the Logo for intellectual property infringement and each Logo is provided “AS IS” without warranties of any kind.
12. Tailor Experts
12.1. You may engage with our experts to access premium features in the platform and purchase a set of design and/or marketing added-value services, including one or more of the following services: website enhanced design and building capabilities, search engine optimization, and content writing (collectively, the “Added Value Services”). Certain Added Value Services may involve distribution of AI-based content that is provided on an “as is” basis, without any warranties of accuracy, reliability, likely-result, merchantability, fitness for a particular purpose, non-infringement, compatibility, security, or being up to date. Such AI-based content is provided to you on a non-exclusively basis and similar or identical AI-based content can be provided by us or by third parties to others. Your use of Added Value Services with AI-based content is made at your sole risk, and you acknowledge that you should conduct a thorough review of the content and amend it, as necessary. No representation or other affirmation of fact, including, without limitation, statements regarding capacity, suitability for use, or performance of AI-based content, whether made by our team or otherwise, will be deemed to be a warranty by us for any purpose, or give rise to any liability of us or by anyone on our behalf, whatsoever.
12.2. We may send additional terms via email, depending on the expert services plan you have selected (including, without limitation, timelines, deliverables, and refund policy – where applicable).
12.3. You acknowledge and agree that the Added Value Services depend on innumerable factors and market variables that are outside of our direct control. We make no guarantees, including, without limitation, to search engine results, rankings, or to any revenue that you may or may not generate through the website.
12.4. Certain Added Value Services may involve distribution of content that you provide, including, without limitation, business listing information, store location, operation hours, contact information (“User Content”) and interactions with publishers (the “Publishers”) that own or operate online business directories, search web sites, social media, mobile applications or other online services and properties (the “Publishers’ Websites”).
12.5. You grant us a worldwide, royalty-free, irrevocable, perpetual, non-exclusive license, permission, and consent to use, distribute, copy, publish, syndicate, reformat and update (for example, to improve accuracy and standardize formats) any and all User Content, business listing, and other information or content that you or anyone on your behalf makes available in connection with your use of the Added Value Services. We may sublicense these rights to any Publishers and other business partners, as the case may be. This license will survive any termination or expiration of the Terms.
12.6. You agree that (i) all User Content will be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such User Content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or at any time modified to comply with such policies; (ii) Publishers may require nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to User Content, including, without limitation, rights to publish and syndicate such content; (iii) we do not guarantee that Publisher Sites will display all or any User Content; (iv) the appearance and location of any User Content placement may change at any time.
12.7. You agree that we will not be liable for the unavailability or for any change in the Publishers’ Websites, for any decision by a Publisher to reject or modify any content submitted, or for any other decision, change, or other action by a Publisher concerning User Content.
12.8. You may apply for a full refund within thirty (30) days of purchase if the Added Value Services have not been received by you. As part of the Added Value Services, you will receive up to three working drafts from us. If you request a refund after receiving such draft (during the three-month period as stated herein), the refundable sum will be 100%. If a full refund was granted, the Added Value Services will be deleted from your account. Upon delivery of a draft, you may send us feedback for further improvement and optimization of the next draft or final product. If you do not respond for over twenty-one (21), we will send you three reminders via email. If you have not responded for a period of three (3) months, the draft will be considered approved by you, no refunds will be granted, and the Added Value Services will be considered received and approved by you.
13. Domain Name Registration
13.1. We offer you a streamlined and easy to use platform on which you can create, purchase, and manage an Internet domain name or renew an existing domain name (“Domain Name” and “Domain Name Services”, respectively). Purchasing more than four (4) Domain Names within your account is prohibited, and any violation of this provision may result in the suspension or cancelation of your account with us.
13.2. Reference is made to the ICANN Registrant Rights and Responsibilities, the ICANN Registrar Transfer Dispute Resolution Policy, and the Registrants’ Benefits and Responsibilities. The Domain Name Services are provided subject to these policies, and you must abide by them.
13.3. Domain names under certain top-level-domains (“Regulated Domain Names”) are subject to additional terms, all as detailed under the Registrar Agreements. If you purchase a Regulated Domain Name, you agree to comply with all additional related terms. You will provide us with all requested information and assistance related to our obligations under applicable laws, rules (including the ICANN rules and policies), regulations, and agreements, in relation to the Regulated Domain Names.
13.4. You acknowledge that some of our Domain Name Services are provided in collaboration with selected business partners, who are our domain name registrars (each a “Registrar”). You acknowledge and agree to the terms and conditions set forth in the Registrar’s Domain Name Registration Agreement and Customer Service Agreement (collectively, the “Registrar Agreements”) serve as integral parts of the Terms.
13.5. To the extent permitted by applicable laws, rules (including the ICANN rules and policies), regulations, and agreements, if there is any conflict between the provisions of the Terms and the Registrar Agreements, the provisions of the Terms shall prevail.
13.6. The Registrar is responsible for any Domain Name allocation. Therefore, we can neither approve nor guarantee any allocation of requested Domain Names. We may engage with another domain name registrar at any time, in which case the terms and conditions of such registrar will apply complementarily to the Terms. You acknowledge and agree that using the Domain Name Services in no way guarantees that the requested Domain Name will be approved by the Registrar. We are not responsible for the acts or omissions of the Registrar.
13.7. You may transfer your Domain Name to another domain name service provider by contacting us at: [email protected]. We will then provide you with further instructions about the transfer process. All Domain Name transfers are subject to the Terms. We will allow Domain Name transfers only if you have settled all pending charges and claims with us.
13.8. Without limiting your indemnification obligation herein, if we are informed of any complaint regarding the Domain Name, we may, at our sole discretion, (a) lock or suspend your ability to use or make modifications to the Domain Name or transfer your registration records; and (b) deposit control of your registration record with the applicable judicial entity by supplying all necessary information and documentations. You must notify us immediately if you lose any right regarding the Domain Name at: [email protected].
13.9. You represent and warrant that: (i) the information that you provide is correct, complete, and not misleading in any way; (ii) the Domain Name is not confusingly similar to other commercial names or registered trademarks, does not violate any rights of third parties (including intellectual property rights), and does not violate any applicable laws, rules (including the ICANN rules and policies), or regulations; (iii) you have rights or legitimate interest in the Domain Name; (iv) your application for registering the Domain Name is made in good faith; (v) at all times, you meet all requirements under the Terms and any other requirement under applicable laws, rules (including the ICANN rules and policies), and regulations; and (vi) you will not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Domain Name Services without our prior written consent.
13.10. You acknowledge and agree that (a) the registration of the Domain Name does not create any proprietary right owned by you; (b) even if the Domain Name is accepted for registration, your entitlement to register the Domain Name may be challenged by others who claim to have a right in and to the Domain Name; and (c) we may revoke the registration of the Domain Name if any of the above representations and warranties are found to be incorrect, incomplete, or misleading in any way.
13.11. As part of the Domain Name Services, you will need to provide us with relevant information, some of that information may be considered as personal information, such as: (a) the Domain Name; (b) your full name; (c) date of birth; (d) your physical mailing address; (e) your valid email address and telephone number; (f) the original date of registration and expiration date; (g) your current credit card or other payment method information (for billing purposes); and (h) other personal information that could identify you (directly or indirectly).
13.12. We will process such personal information related to you in accordance with our privacy policy, and the following specific terms will also apply:
13.12.1. You will notify us within five (5) business days of any change of the information that you provided in your application form or registration process. Any failure by you to: (a) provide us with accurate information on an initial and continual basis; or (b) respond within five (5) business days to any inquiries made by us to determine the validity of information that you provide, will be considered a material breach of the Terms and grounds for cancellation of the Domain Name.
13.12.2. We will share necessary details with the Registrar and relevant service providers and authorities, for the purpose of administration of the Domain Name registration, including the Whois database, as further described below. The collections, use, transfer, and publicity will be in accordance with the applicable laws, rules (including the ICANN rules and policies), regulations, agreements, and our privacy policy.
13.12.3. We will contact you directly or through a third-party service provider about the Domain Name Services, where necessary to deliver transactional or service-related communications, including through email messages, text messages, and telephone calls.
13.12.4. We cooperate with government and law enforcement officials, the Registrar, ICANN, and any other competent body, to enforce and comply with all applicable laws, rules, regulations, and policies. As such, we will disclose information related to you to: (1) comply with all applicable laws, rules (including the ICANN rules and policies), and regulations; (2) respond to claims and legal process to protect our property and rights or the property and rights of a third party; (3) protect the safety of the public or any individual; or (4) prevent or stop activities that we consider to be illegal or unethical.
13.12.5. The following information will be collectively referred to as “Whois Information”: (1) the Domain Name; (2) domain information (Domain Name, the Registrar, registered date, expires date, updated date, status, name servers); (3) registrant contact (Organization, State, Country); (4) administrative contact (Organization, State, Country); (5) technical contact (Organization, State, Country); and, (6) additional relevant data, including raw Whois data. Please note that Whois Information will be made publicly available, unless you have purchased a ‘domain-by-proxy’ service, any other type of service to conceal your Domain Name registration details, or if otherwise required by applicable laws, rules (including the ICANN rules and policies), and regulations.
14. Mailbox Services
14.1. We offer you a streamlined and easy to use platform on which you can create, purchase, and manage all aspects related to one or more accounts of a business mailbox and other related services (“Mailbox Services”).
14.2. Some of our Mailbox Services are provided in collaboration with selected business partners.
15. Manage Your Business
15.1. We offer a streamlined platform for managing business compliance (the “Compliance Services”). Some of our Services are provided in partnership with select business partners.
15.2. You understand and agree that we are neither a law firm nor an attorney, and using our services does not establish the attorney-client relationship. Neither the Compliance Services nor the content of the Tailor Brands websites should be considered legal advice.
15.3. Compliance Services may include the following services subject to the terms herein:
15.3.1. Formation Service. Formation of legal entities (such as limited liability companies) and the administration thereof through the filing of related corporate documents (“Formation Service”). It is your responsibility to check business name availability. We may contact you for information updates and fee payments. Please be advised that Professional Limited Liability Companies (“Professional LLCs”) are generally intended for businesses comprising licensed professionals such as attorneys, doctors, dentists, real estate agents, and the like. At present, our services do not extend to Professional LLCs. Please note that the Formation Service does not include publication in local newspapers. Such publication must be conducted in accordance with applicable law, and the responsibility for ensuring compliance lies solely with you.
15.3.1.A. You understand that we have no obligation to revise any information you provide to us where required or needed, we may submit amendment requests on your behalf to the relevant state, subject to additional costs and fees, as instructed by us (where applicable).
15.3.1.B. You acknowledge, agree, and consent to our signing paperwork, electronically or in writing, in your name and on your behalf, or in our name (including our personnel), as applicable at our sole discretion, as an ‘authorized representative,’ ‘organizer,’ ‘incorporator,’ or similar. You also authorize us to attach relevant documents as we deem appropriate and agree to promptly provide us with a conformed copy executed by you for any related matters.
15.3.2. Compliance Services. Compliance Service options include the submission of relevant reports (as offered by Tailor Brands) to state authorities, or updates in relation to reports, where and as applicable (the “Annual State Compliance Service”), and the submission of federal reports to federal authorities (as offered by Tailor Brands), such as reports to the Financial Crimes Enforcement Network (FinCEN), or updates in relation to such reports, where and as applicable (the “Annual Federal Compliance Service”). Both Annual State Compliance Service and Annual Federal Compliance Service shall be subject to the Terms of Service for Tailor Brands Annual Compliance Services.
15.3.3. Virtual Address Services. Appointment of Tailor Brands to receive letter mail and packages on your behalf (the “Virtual Address Services”). The Virtual Address Service shall be subject to the Terms of Service for Tailor Brands Virtual Address.
15.3.4. EIN Application Service. Submission of Application for an Employer Identification Number (“EIN Application Service”). The EIN Application Service is subject to your collaboration with us on time, and accurate information you provide us with where requested. You also authorize us to discuss, sign on documents, and accept any terms, with the IRS and/or any other relevant competent authority to provide you with the EIN Application Service and handle any rejection or inquiry thereof, to the extent we support the same.
15.3.5. Business Document Templates. We offer operating agreement templates and other business documents. They will require customization to meet your needs and should not be considered legal advice. They are provided on an “as is” basis.
15.3.6. Registered Agent Service. Appointment of a registered agent or any similar name (such as resident agent, agent for service of process, and statutory agent services – all will be referred hereto as: “registered agent”) (“Registered Agent Service”).
15.3.6.A. If you provide us with information about a registered agent on your behalf, (i) it cannot be a commercial registered agent; and (ii) you must obtain consent in advance from your registered agent to (a) share and use information related to your registered agent as needed to provide the Registered Agent Service; and (b) confirm and accept terms and conditions required from competent authorities, on your registered agent’s behalf.
15.3.6.B. If you purchase a subscription from us that includes the appointment of a registered agent, the service will be provided either by us or one of our business partners, and the Terms of Service for Tailor Brands Registered Agent Services will apply. You are required to collaborate with us and our business partners upon request. We reserve the right to change the identity of your registered agent at our sole discretion. Additionally, you must ensure that your legal entity remains in good standing at all times and cooperate with us as instructed.
15.3.7. Additional Partner Services. Our business partners provide additional services (including, without limitation, tax registration, permits, licenses information, and other related services, provided by us or by our business partners) that may in some circumstances require you to accept their terms and conditions. Our business partners may contact you by email and/or phone in connection with such services.
15.3.8. Updates & Notifications. As part of your experience with us, and to manage your business and remain up-to-date, you may be entitled to receive updates about your business, relevant services and important information – depending on your plan or preference. Our updates and notifications will be delivered via text messages, emails, dashboard notifications, and/or other communication manners, to the maximum extent permitted by law.
15.4. SMS Terms and Conditions. By opting into our SMS program, you agree to receive text messages from Tailor Brands related to our services, promotions, and updates. The following terms apply to our SMS communication services:
15.4.1. By opting in, you will receive promotional messages, service updates, and notifications from Tailor Brands via SMS. Message frequency may vary depending on your interactions with our services and promotions.
15.4.2. You may opt out of receiving SMS messages at any time by replying “STOP” to any message you receive. We will send a final confirmation message to acknowledge your request, and following that, you will no longer receive SMS messages from us.
15.4.3. Standard message and data rates may apply for any messages sent or received through our SMS program. Please consult your mobile service provider for more details. Please note that mobile carriers are not liable for delayed or undelivered messages.
15.4.4. If you need assistance, you can reply “HELP” to any SMS message or contact us directly at [email protected].
15.4.5. Your privacy is important to us. Please review our privacy policy for more information on how we handle your personal data.
15.5. You grant us and our business partners permission to use your electronic or written signature for filings related to our Services. Additionally, you consent to our use of our own electronic or written signatures, including those of our personnel, for the same purposes at our discretion. Furthermore, you authorize us to access relevant information and documentation, accept terms and conditions on your behalf as provided by competent authorities, and confirm the accuracy of the information we submit on your behalf. You further certify that we are authorized to request access to any accounts or entities on your behalf, including certifying that such requests are made through accounts that are properly authorized for these purposes, whether they belong to you, your employees, or authorized third parties.
15.6. You acknowledge and agree that there may be delays performing our Services due to external factors beyond our control, including delays caused by government agencies, business partners, and force majeure events. You agree that we will not be liable for delays.
15.7. You are solely responsible for compliance with applicable laws and regulations. For clarity, you acknowledge and agree that using the Compliance Services in no way guarantees compliance with applicable laws and/or that your application (where relevant) will be received or approved by the U.S. Competent Authority.
15.8. You must provide accurate information to us, and you must obtain all third-party consents, where required. You are further solely responsible for (i) providing us on time with accurate, up-to- date, and complete information, including contact information and business status; (ii) responding on time to all communications from us, our business partners, and the U.S. Competent Authority, including responding to refusals and requirements within the deadlines set forth by the U.S. Competent Authority; (iii) maintaining your application with the U.S. Competent Authority; (iv) paying all fees issued by the U.S. Competent Authority and any associated costs provided by us (including expedite fees, delivery expenses, and other related. costs, as applicable) in full and on time, as instructed by us; and (v) remaining in good standing in in your state of incorporation, organization or domicile.
15.9. We may disable your account, temporarily or permanently, following any suspicious activity related to your account, in our sole discretion. You understand and agree that we, to the maximum extent permitted by law, can send or can decide not to send, in our sole discretion, any documents associated with your account to you and/or any government authority, at all times (even if your account is disabled).
16. Trademark Registration Application
16.1. We offer you a streamlined and easy to use platform on which you can submit and track trademark registration applications (“TM Application”) to the United States Patent and Trademark Office (“USPTO”).
16.2. “Trademark Services” means TM Application services that we, in collaboration with our business partners, will provide to you subject to the Terms, where applicable.
16.3. We do not offer any legal services or advice. Accordingly, you understand and agree that the Trademark Services are not, and should not be construed as, legal advice or accounting advice and that no attorney-client relationship exists between you and us. We will (i) not review your TM Application for compliance with applicable laws; (ii) not revise or amend your TM Application; and (iii) not be responsible for the Trademark Services, including, without limitation, if your TM Application is rejected for any reason. Furthermore, we are not responsible for renewing registered marks or reminding to do so. By using our Trademark Services, you give us express authority to file your TM Application with the USPTO and understand that you may be contacted by the USPTO for other information after your TM application has been filed.
16.4. Most Trademark Services are completed within 180 days of the purchase date, subject to Section 16.5 and your timely collaboration with us.
16.5. You recognize and agree that there may be delays performing the Trademark Services due to the USPTO, business partners, and force majeure events. For clarity, we are not responsible for any damage or loss caused by any delays.
16.6. It is solely your responsibility to ensure compliance with applicable laws in your applicable jurisdiction. For clarity, you acknowledge and agree that using the Trademark Services in no way guarantees that your TM Application will be received or approved by the USPTO.
16.7. You are further solely responsible for (i) providing us on time with accurate, up-to-date, and complete information; (ii) responding on time to all communications from us, our business partners, and the USPTO, including responding to refusals and requirements within the deadlines set forth by the USPTO; (iii) maintaining your TM Application with the USPTO; and (iv) all fees issued by the USPTO, which you will bear in full.
16.8. As part of the Trademark Services, you may be required to submit to us or to our business partners materials such as specimens, drawings, or other copies of your work, in order for it to complete and process your TM Application to the relevant government office.
17. Printing Products
17.1. We offer you a streamlined and easy to use platform on which you can design, curate, and purchase printing products such as business cards, T-shirts, and stickers (where applicable) (the “Printing Products Services”).
17.2. We will make commercially reasonable efforts to provide you with the Printing Products Services within six (6) to twelve (12) business days.
17.3. You recognize and agree that there may be delays receiving the Printing Products Services due to business partners’ delays and force majeure events. For clarity, we do not accept any liability for delays.
17.4. Some Printing Products Services are provided in collaboration with business partners.
17.5. You are solely responsible for providing us on time with accurate, up-to-date, and complete information to deliver you the Printing Products Services and responding promptly to all communications from us and our business partners.
17.6. We provide the Printing Products Services to many territories, some of which are not covered under the Terms, but rather provided by third parties via their websites – as indicated in the Third Parties clause below. You will be informed about such third parties prior to your purchase. For clarity, the Terms are applicable only to Printing Products provided by us via the Tailor Brands Website.
18. Third Parties
18.1. The Website and Services contain links to other websites and content provided by third parties. We do not operate or monitor these websites or their content. You may find them (or the information and content posted therein) incompatible with your requirements, objectionable, annoying, improper, unlawful, or immoral.
18.2. By linking to a certain website, we do not endorse or sponsor its content, and we cannot confirm its accuracy, credibility, authenticity, reliability, validity, integrity, or legality.
18.3. We assume no responsibility for such third-party websites or content, or their availability or any transactions made between you and such third-party websites.
18.4. Accordingly, we will not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any third-party websites or content.
19. Changes and Availability
19.1. To improve the Website and Services, we may from time to time change the Website’s and Services’ structure, layout, design, or display, as well as the scope and availability of the information and content therein, without giving any prior notice.
19.2. Changes of this character by their very nature are likely to result in glitches or cause inconvenience. We will not be held responsible for any outcome of these changes, or any failures resulting from them.
20. Operation
20.1. We will make commercially reasonable efforts to run the Website and Services efficiently and accessible, subject to our right to discontinue, temporarily or permanently, the operation of the Website and Services, or any part thereof, or block, remove or delete any content from the Website and Services at our sole discretion and without prior notice.
20.2. We reserve the right to change, suspend, or terminate at any time any portion of the Website and/or Services, or any features thereof, or prices applicable thereto, at our sole discretion. If we increase our pricing rates, we will post on our Website or Services, or send a notice (by email or other means) to you before it comes into force and effect, unless is required to comply with applicable laws. Note that additional fees by state government agencies may apply to your paid Services, and we will notify you about the same where applicable.
20.3. The Website’s and Services’ operation is dependent upon various factors such as software, hardware, and communication networks. By their nature, these factors are not fault-free. Accordingly, we do not warrant that the Website or Services will operate in an uninterrupted or error-free manner, or that it will always be available, free from all harmful components, or that at all times it will be completely safe, and secured from unauthorized access to our computers, immune from damages, free of malfunctions, bugs or failures, including, without limitation, hardware failures, software failures, and software communication failures, originating either in us or any other service provider. Such incidents and activities will not be considered a breach of the Terms.
21. Unacceptable Use
21.1. You may not access or use the Website or Services for or in connection with any activity that constitutes or encourages conduct that would (i) constitute a criminal offense; (ii) give rise to civil liability; (iii) violate any applicable local, state, national, foreign law or industry standard, including, without limitation, any applicable laws and regulations governing intellectual property, privacy, defamation, fraud, mass email, spam, harassment, obscenity, hate-speech, export control, consumer protection, unfair competition and false advertising or any other deceptive practices; or (iv) provide us with content that may create materials that: (a) are pornographic, sexually explicit or violent; (b) reasonably likely to cause harm or could be reasonably considered as slanderous or libelous; (c) are defamatory of any person, obscene, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (d) infringe any copyright, design right, database right or trademark of any other person; or (e) are likely to deceive any person, breach any legal duty owed to a third party, or promote any illegal activity.
20.2. You may not access or use the Website or Services to (i) upload, post, email, transmit, record, provide a recording or otherwise make available any information and materials that infringe a third party’s right, especially privacy, publicity, and intellectual property rights; software viruses, trojan horses, worms and any other malicious application to computers and networks; or (ii) develop or create a similar or competitive product or service to the Website or Services.
20.3. You may not use the Website or Services for any commercial or business purpose that is not expressly permitted by the Terms, including, without limitation, providing the Website or Services to third parties by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning, mirroring, redistributing, or displaying the Website, Services, or any part thereof, without our prior written and explicit permission.
20.4. Without limiting the foregoing, you may not (i) modify any material or content that we make available on the Website or Services, except as expressly permitted under the Terms; (ii) engage in or attempt to engage in any form of testing, scanning, crawling, scraping, probing, robotic navigating, bulk extracting or hacking the Website or Services; (iii) interfere with, burden or disrupt the functionality of the Website or Services; (iv) circumvent, impair or manipulate the operation of the Website or Services; (v) work around or circumvent any technical limitations on the Website or Services, or use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Website or Services; (vi) embed, frame or otherwise link directly to the Website or Services, from any other webpage, application or other resources, without our prior written permission; (vii) engage in any false, misleading or deceptive acts or practices involving the Website or Services, or your identity, agency or affiliation with any person or entity; or (viii) breach the security of the Website or Services, or any network or server used by the Website or Services.
21.5. To the maximum extent permitted by law, we may at any time, at our sole discretion, and without prior notice, delete, or modify any material from the Website or Services, in whole or in part.
22. Your Rights
22.1. We respect your rights. If you reside in a jurisdiction that provides you with additional or different consumer legal rights, which may not be waived under the Terms, then nothing in the Terms limits such legal rights.
22.2. If you believe that your rights are abused on the Website or Services, you may contact us at: [email protected]. We may ask you to provide us with additional information to process your complaint.
22.3. We will make commercially reasonable efforts to review your complaint and respond promptly. We will not respond to anonymous complaints.
23. Your Account and Obligations
23.1. As further detailed in our privacy policy, if you create an account on the Website, you agree to (i) receive communication from us, including via email messages, phone, or any other communication method that you provide us, about our Services and your account. This includes email messages from us about your experience with our service and features you can use, which you can opt-out of at any given time; (ii) fully and accurately provide the information requested by us when setting up your account and to promptly update such information, wherever and whenever necessary; and (iii) cooperate with us, including by providing us with relevant information we may request to provide you with our Services.
23.2. Without derogating from Section 4, if you fail to respond to our communications or requests for a period of three (3) months, such Services shall be deemed performed to your full satisfaction, whether or not delivered, and you will not be entitled to any refund of fees with respect to such Services.
24. Correction of Errors
24.1. We make commercially reasonable efforts to ensure the reliability and availability of the Website. However, errors, mistakes, and malfunctions may occur from time to time.
24.2. You could help us to maintain a high level of service by notifying us of any potential errors, mistakes, and malfunctions at: [email protected].
25. Intellectual Property
25.1. You are responsible for all content, data, and other information that you upload, post, or otherwise provide through the Website or in the receipt of our Services (“Your Content”). You represent and warrant that Your Content does not violate any third party’s rights.
25.2. We do not claim ownership over Your Content or the Logo, subject to compliance with Section 3.2.
25.3. You grant us a non-exclusive, royalty-free, fully-paid, irrevocable, perpetual, worldwide license (with the right to sublicense to our subcontractors performing services for us and to third party service providers used by us in providing the Services) to access, use, reproduce and create derivative works of Your Content to (i) provide the Services to you and (ii) to improve and enhance the Website and our Services and for other development, diagnostic and corrective purposes in connection with our offerings, including to create artificial intelligence and machine learning models used to support the Services. Furthermore, we shall have the right to collect and analyze data and other information relating to your use and access of the Website and Services (“Usage Data”) and we will be free (during and after the term) to use such Usage Data for any lawful purpose, provided that any disclosure of Usage Data shall be solely in aggregate or other de-identified form.
25.4. You grant us a worldwide, royalty-free, irrevocable, perpetual, non-exclusive license, permission and consent to use the Logo, Your Content, your name and likeness, and any associated rights, including intellectual property rights, the right of publicity and the right to privacy, for our internal and marketing purposes (including, without limitation, to address your requests, improve the Website and Services, and for legal defense – where applicable) and you represent and warrant that you have all the rights necessary to grant us such license. This license will survive any termination or expiration of the Terms.
25.5. Unless we state otherwise in writing, we do not grant you any rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions or licenses concerning the Website or Services, and we reserve all rights not expressly granted in the Terms.
25.6. Without limiting the above said, the Website’s and Services’ trademarks (whether registered or not) and copyrights, our name and logo, and the Website’s domain name are our sole property. You are not allowed to use them, or any confusingly similar mark or text, without our prior express written consent.
25.7. At your discretion, you may provide feedback to us concerning the functionality and performance of our Service from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, suggests any Feedback, you hereby assign the ownership in all Feedback to us. In the event ownership in the Feedback cannot be granted to us, you grant us at no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. You agree that we may disclose that Feedback to any third party in any manner and you agree that we have the ability to sublicense all Feedback in any form to any third party without restriction.
25.8. You shall not transmit to us or upload to the Website any Harmful Code or use or misappropriate the data on the Website for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.
26. Disclaimer of Warranty
26.1. We do not represent or warrant that the Website will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Website.
26.2. THE PROGRAMS, INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE WEBSITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE PROGRAMS, INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS, AND WE ARE NOT RESPONSIBLE FOR CORRUPTION OR LOSS OF DATA YOU SUBMIT THROUGH OUR SERVICES. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS WEBSITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE WEBSITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
26.3. INFORMATION CONTAINED ON OR MADE AVAILABLE THROUGH THE WEBSITE IS NOT INTENDED TO AND DOES NOT CONSTITUTE LEGAL ADVICE, RECOMMENDATIONS, MEDIATION OR COUNSELING UNDER ANY CIRCUMSTANCE AND NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED. WE DO NOT WARRANT OR GUARANTEE THE ACCURATENESS, COMPLETENESS, ADEQUACY OR CURRENCY OF THE INFORMATION CONTAINED IN OR LINKED TO THE WEBSITE. YOUR USE OF INFORMATION ON THE WEBSITE OR MATERIALS LINKED TO THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. WE ARE NOT A LAW FIRM, AND THE WEBSITE IS NOT A LAWYER REFERRAL SERVICE. IN FACT, IF YOU HAVE LEGAL QUESTIONS, YOU SHOULD CONSULT COMPETENT LEGAL COUNSEL TO ENSURE THE APPROPRIATENESS, COMPLETENESS, ADEQUACY OR CURRENCY OF THE DOCUMENTS PROVIDED.
27. Limitation of Liability
27.1. WE, AND OUR EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON OUR BEHALF, WILL NOT BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (INCLUDING LOSS OF PROFIT AND LOSS OF DATA) OR (B) ANY OTHER DAMAGES, COSTS, EXPENSES, AND PAYMENTS IN EXCESS OF THE AMOUNTS ACTUALLY PAID BY YOU TO US IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE, WHETHER THE CLAIM IS BASED ON TORT, CONTRACT, OR ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE WEBSITE AND SERVICES, OR ANY PROGRAMS OR SERVICES OFFERED THEREIN, OR ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE WEBSITE AND SERVICES, OR FROM ANY FAULT OR ERROR MADE BY OUR STAFF OR ANYONE ACTING ON OUR BEHALF, OR FROM YOUR RELIANCE ON THE CONTENT OR MATERIAL ORIGINATING FROM THIRD PARTIES, OR ANY COMMUNICATION WITH US OR WITH OTHER USERS IN CONNECTION WITH THESE TERMS, THE WEBSITE AND SERVICES OR ANY PROGRAMS AND SERVICES OFFERED THEREIN – WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, COSTS, EXPENSES OR PAYMENTS.
28. Indemnification
28.1. You will indemnify, defend and hold harmless us, our employees, directors, equity holders, advisors, and anyone acting on our behalf from and against any claims, demands, damages, losses (including, without limitation, loss of profit), payments, including, without limitation, payments of taxes owed by you, or expenses, including legal expenses and attorney fees, that we incur in connection with (i) your breach of the Terms or any unlawful or tortuous action or inaction by you or anyone on your behalf concerning the Website and Services; (ii) the Logo or Your Content; (iii) your use of our Services; or (iv) your application to the Grant Program.
28.2. For clarity, your breach of the Terms includes, without limitation, the following: (i) any violation of the Terms or any part thereof; (ii) any violation of any third party’s rights resulting from Your Content, the Logo, or your use of the Website or Services; and (iii) any other type of claim that your use of the Website or Services caused damage to a third party.
29. Updates
29.1. From time to time, we update the Terms. We will send you an email message or post a notice on the Website, thirty (30) days before our updated Terms take effect, unless the update includes non-material changes (non-material changes will be effective immediately and without a notice), and except in urgent situations such as preventing fraud, compliance with applicable law, or addressing security and operability issues (which will be effective as soon as required, at our sole discretion). If you object to any changes, you may cancel your account.
29.2. By continuing to use the Website or Services after the updated Terms take effect, you signify your agreement to the updated Terms, unless applicable law requires us otherwise.
29.3. We may modify, enhance, or improve the Website and Services, and may accordingly offer additional tools and features. Such additional tools and features may be governed by additional or different terms, as provided by us, where applicable.
30. Class Action Waiver; Jury Waiver; Governing Law and Jurisdiction
30.1. Most concerns can be resolved quickly and to the customer’s satisfaction by contacting our Customer Care Center at [email protected]. In the unlikely event that the Tailor Brands Customer Care Center is unable to resolve your complaint to your satisfaction (or if we have not been able to resolve a dispute with you after attempting to do so informally), Section 30 applies.
30.2. You and Tailor Brands agree to waive your rights to a jury trial with respect to all disputes, including, without limitation, disputes that are (a) arising out of or related to the Terms or our Services; and (b) related to advertising, privacy, data security, and the use of the Website.
30.3. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded. Tailor Brands and you agree that:
30.3.1. If you are located in the United States or its territories, the following terms will apply:
30.3.1.1. The Terms and any claim, cause of action, or dispute arising out of or related thereto, will be governed solely by the laws of the state of New York, regardless of your country of origin or where you access the Website or Services, and without giving effect to any conflicts of law principles of any state or jurisdiction, which would result in the application of the laws of a jurisdiction other than the state of New York.
30.3.1.2. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Tailor Brands, whether arising out of or relating to these Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Tailor Brands are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
30.3.1.3. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
30.3.1.4. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Tailor Brands and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Tailor Brands agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
30.3.1.5. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Tailor Brands or you under the AAA Rules, Tailor Brands and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Tailor Brands will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Tailor Brands will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
30.3.1.6. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
30.3.1.7. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
30.3.1.8. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Tailor Brands agrees that if it makes any future change to this Arbitration Agreement while you are a user of the Service, you may reject any such change by sending Tailor Brands written notice within thirty (30) calendar days of the change to the address set forth in Section 33. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
30.3.2. If you are located outside of the United States or its territories the following terms shall apply:
30.3.2.1. The Terms and any claim, cause of action, or dispute arising out of or related thereto, will be governed solely by the laws of the State of Israel, regardless of your country of origin or where you access the Website or Services, and without giving effect to any conflicts of law principles of any jurisdiction, which would result in the application of the laws of a jurisdiction other than the State of Israel.
30.3.2.2. All claims arising out of or relating to the Website or our Services, or to your relationship with us, will be litigated exclusively in the competent courts in Tel Aviv, Israel and you hereby consent to the exclusive jurisdiction of such courts and waive any claim that such courts constitute an inconvenient forum. You agree to accept service of process by any means permitted by the applicable law and waive any jurisdictional, conflict of law or venue defenses otherwise available to you.
31. Assignment
31.1. We may assign or transfer our rights or obligations under the Terms to any third party.
31.2. You may not assign or transfer your rights or obligations under the Terms without our prior written consent. Any attempted or actual assignment or transfer by you will be null and void, unless we state otherwise in writing.
32. Miscellaneous
32.1. The paragraph headings herein are intended solely for the purpose of orientation and reading convenience and will not be used for interpretation purposes.
32.2. The Terms constitute the entire agreement between you and us. The Terms supersede any agreements, negotiations, and understandings, whether written or oral, and no waiver, concession, extension, representation, alteration, addition, or derogation from the Terms will be effective unless we state otherwise in writing. However, your use of certain features of the Website and certain Services may be subject to additional terms and condition of use, as referenced herein or as posted on the Website.
32.3. If any provision of the Terms is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of the Terms will remain in full force and effect, to the maximum extent permitted by law.
32.4. Nothing herein shall be construed to create a partnership, joint venture, agency, employment, or any other type of relationship between Tailor Brands and you beyond the contractual relationship expressly provided for in these Terms. Neither party shall have the authority to act on behalf of or bind the other in any manner whatsoever.
32.5. You will not, at any time, (i) make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of Tailor Brands or any of its affiliates or (ii) commit any other action that could likely injure, hinder or interfere with the business, relationships or goodwill of Tailor Brands, its subsidiaries or its affiliates.
33. Contact Us
33.1. Please contact the Company at [email protected] and 420 Lexington Ave., Suite 2400 New York NY 10170-2499 to report any violations of these Terms or to pose any questions regarding these Terms or the Services.
Last Updated: December 1, 2024
Effective as of: January 1, 2025
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