Terms of Use

 

Last Updated: January, 2021

 

These Terms of Use are entered into by and between you and Elizabeth Charles Corporation dba Spalon Montage (“we,” “us,” or “Spalon”). Spalon operates a website located at spalon.com (“Website”). Spalon offers information regarding its business, products, and services, as well as a marketplace for purchasing gift cards and various products, via the Website (collectively, and together with any general access and use of the Website, the “Services”). The following terms, together with the Privacy Policy which is incorporated by reference (collectively, the “Terms of Use”), govern your access to and use of the Services.  

 

“You” and similar terms means you as an individual, as well as the business or entity on whose behalf you are using the Services, and you represent and warrant that you are authorized to enter into this agreement on behalf of yourself and such business or entity. Please read these Terms of Use carefully. By either: (i) accessing or using the Services, or (ii) clicking on the “I Agree” check box, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Services. 

 

The Services are offered and available to users who are 18 years of age or older and reside in the United States. By using the Services, you represent and warrant that you are 18 years of age or older and otherwise meet all of the eligibility requirements contained herein. If you do not meet all of these requirements, you must not access or use the Services. 

 

Spalon reserves the right to make changes to these Terms of Use at any time. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. If you are dissatisfied with the Services or these Terms of Use, you agree that your sole and exclusive remedy is to discontinue using the Services.

 

Accessing the Services 

 

Subject to your compliance with these Terms of Use, we hereby grant you a non-exclusive, non-transferable right to access and use the Services, solely and strictly in accordance with these Terms of Use. You understand and agree that the Services are provided under license to you, not being sold to you, and you do not gain any ownership interest of any kind in the Services under these Terms of Use.

 

We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users. Spalon does not make any representations or guarantees regarding uptime or availability of the Services.

 

You are responsible for:

 

  • Making all arrangements necessary for you to have access to the Services.

  • Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

 

We may block, limit or terminate your access to the Services for any reason, including if: (i) you violate these Terms of Use; (ii) you violate any applicable law or regulation relating to your use of the Services; (iii) you engage in any conduct which we, in our sole discretion, believe is offensive, harmful, defamatory or otherwise harmful to us or others; or (iv) you breach any other agreement with us.

 

You will need to provide certain registration details or other information to access the Services or some of the resources it offers. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to submit an order, use the Services, or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 

Appropriate Use

 

The Services are controlled and operated by Spalon from its offices within the United States and is intended only for use by users in the United States. The Services are not intended to subject Spalon to any non-U.S. jurisdiction or law. Spalon makes no representation that the information or materials on or linked through the Services are appropriate or available for use in other locations. Those who choose to access the Services from other locations do so on their own initiative and at their own risk and are responsible for compliance with all applicable laws, rules and regulations in their respective location in doing so.

 

You shall not use the Services for any purposes beyond the scope of the access granted by these Terms of Use. You shall not at any time, directly or indirectly, and shall not permit any users to: (i) reproduce, modify, adapt, translate, create derivative works of or otherwise exploit any portion of the Services; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

 

In connection with the Services, you must not: (i) transmit or otherwise make available through or in connection with the Services, any virus, work, Trojan horse, time bomb, or other computer code, file or program that is potentially harmful or malicious; (ii) use any device, software or routine that interferes with the Services; (iii) use the Services in an unlawful or fraudulent manner; (iv) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services; (v) use any automatic device, process or means to access the Services for any purpose, including monitoring or copying content on the Services; and (vi) otherwise attempt to interfere with the proper working of the Services.

We reserve the right to terminate access to the Services at any time, for any reason. We may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

 

Intellectual Property Ownership 

 

You acknowledge that, as between you and Spalon, Spalon owns all right, title, and interest, including all intellectual property rights, in and to the Services and, with respect to third-party products, the applicable third-party owns all right, title, and interest, including all intellectual property rights, in and to the third-party products, trademarks, images, and related designs. 

 

Spalon names and logos and all related product and service names, design marks and slogans are the trademarks or service marks of Spalon. All rights are reserved. You are not authorized to use any Spalon name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of Spalon. All other trademarks, trade dress, images, photographs, and other works appearing in connection with the Services are the property of their respective owners. 

 

The entire contents and design of the Services are protected by U.S. and international copyright law. All rights regarding the Services and materials contained on the Services are either owned by Spalon, are licensed to it, or are used with permission. Spalon and its licensors, vendors or other service providers retain and reserve all proprietary rights to the contents of the Services.  

 

Updates

 

We may from time to time in our sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. 

 

Product Listings

 

Prices and availability of products are subject to change without notice. Spalon strives for accuracy, to the extent it controls, processes, or displays the Services, in all item descriptions, photographs images, compatibility references, detailed specifications, pricing, links and any other product-related information contained herein or referenced in the Services. Due to system, typographical, informational, technical, human, and other error, we cannot and do not guarantee that all information, including descriptions, photographs images, compatibility references, detailed specifications, pricing, links, availability and any other product-related information listed is accurate, complete or current, nor do we assume responsibility for these errors. Spalon reserves the right at any time and without notice to update product information and to correct or remove product-related errors, inaccuracies, or omissions. Spalon shall at its sole discretion have the right at any time to refuse or cancel any order for a product whose listing in the Services contained erroneous information, including but not limited to incorrect pricing. If such order is canceled after your payment card has been charged for the purchase, Spalon will issue a credit to your payment card in the amount of the charge. 

 

Spalon is not responsible for changes or variations in product specifications or physical appearance. Unfortunately there are varying determinates which, although infrequent, could cause the information in the Services to become outdated without our immediate knowledge. This includes but is not limited to new versions or revisions, color deviations, retail package alterations and other variations that may be considered inconsequential by the manufacturer. Spalon relies on the manufacturer to communicate these differences. Presently we have no way of alerting customers prior to purchase in the event the manufacturer fails to do so. Consequently, Spalon will not be held responsible for product revision changes.

 

Customer Content

 

The Services allow you to upload, post or share information, text, data, photographs, and other content (collectively, “Customer Content”), including through reviews or other forums. In uploading, posting or sharing such Customer Content, you grant Spalon and its affiliated entities a non-exclusive, sublicensable, perpetual, worldwide, royalty-free license to display, access, view, store, and/or download Customer Content, and post or forward Customer Content to others, for the purpose of providing you the Services or any other use described in our Privacy Policy. You represent and warrant that:

  • You own or control all rights in and to the Customer Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

  • All of your Customer Content does and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any Customer Content you submit or contribute, and you, not Spalon, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

Spalon is not responsible or liable to any third party for the content or accuracy of any Customer Content posted by you or any other user of the Services.

The following content standards apply to any and all Customer Content and use of the Services. Customer Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Customer Content must not:

 

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and Privacy Policy. 

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.

  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.

  • Give the impression that they emanate from or are endorsed by Spalon or any other person or entity, if this is not the case.

  • Contain any information about a person under 18 years of age. 

  • Criticize Spalon, the Services, or the service of any of Spalon’s operational partners.

 

Spalon may, in its sole discretion, deny any application to post Customer Content. Spalon may also change these standards at any time without notice. 

 

Reporting Claims of Copyright Infringement

 

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

 

  • Your physical or electronic signature.

  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.

  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

  • A statement that the information in the written notice is accurate.

  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

 

Our designated copyright agent to receive DMCA Notices is:

 

Jolene Gapinski CXO            
Elizabeth Charles Corp dba Spalon Montage
5255 Edina Industrial Blvd

Edina, MN 55439
952-915-2900
jgapinski@spalon.com

 

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

 

Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. 

 

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

 

Counter Notification Procedures

If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

 

  • Your physical or electronic signature.

  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled. 

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.

 

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

 

Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

 

Transactions

 

We may make available the ability to purchase or otherwise obtain access to the Services (“Transaction”). 

 

An order is not binding upon Spalon until it is accepted. Spalon must receive payment before it will accept an order. Payment for products ordered is due prior to shipment. You can make payment by credit or other payment card method. Your total cost for purchase of any product will include the shipping and handling charges shown on the order invoice. Your original shipping fees are non-refundable. 

 

In order to make a Transaction, you may be asked to supply certain relevant information, including your credit or payment card number and expiration date or similar payment information, your billing address, and shipping information. You represent and warrant that you have the right to use any credit or payment card or other payment mechanism that you submit in connection with a Transaction and that you have all authority necessary to enter into the Transaction. By submitting such information, you grant Spalon the right to provide such information to third parties for the purposes of facilitating the Transaction. Verification of information may be required prior to the completion of any Transaction. In addition, you are responsible for any taxes applicable to your Transaction. You acknowledge and agree that Spalon is not responsible for how any third-party credit card or other payment method processor transmits, stores, uses or shares your information.

 

While Spalon tries to meet any order processing or shipping times displayed on the Website, Spalon does not make any guarantees regarding shipping or order processing times. Spalon is not responsible for shipping delays outside of its control (such as carrier delays). Spalon will use commercially reasonable efforts to notify customers (such as through a website banner, on social media, or via email) in the event it becomes aware of a delay in shipping due to Spalon’s operations, but does not guarantee notice. 

 

Return Policy

 

Please reference Spalon’s return and refund policies where posted on the Website or in the purchase portal. These Terms of Use apply to all returns and refunds and incorporate such policies by reference. 

 

All merchandise unless otherwise indicated may be returned within 30 days from the original invoice date for a refund. A return merchandise authorization number is required for all returns. You may request a return merchandise authorization number by contacting us at jgapinski@spalon.com.

 

Customers are responsible for the shipping and handling of all returns. Merchandise must be returned in all original packaging, with all original accessories, including the retail box, manuals, cables, and all other items originally included with the product. Any product with a missing, damaged, altered, or otherwise unreadable serial number, label, manufacturer model or part number label and/or warranty label may be rejected. Any product that exhibits physical damage, tampering, customization or alterations may be rejected. Customer must contact us at jgapinski@spalon.com within 7 days of delivery of the product to report physical damage, tampering or defectiveness of any purchased product. 

 

Refunds will be delivered via the payment method provided at the time of purchase. Refunds will be issued in the amount of the total purchase price, less any sales tax and shipping and handling collected at the time of purchase. A 15% restocking fee may apply.

 

Warranty Disclaimer

 

THE SERVICES AND ALL ITEMS SOLD THROUGH THE SERVICES ARE PROVIDED "AS IS" AND SPALON HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SPALON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SPALON MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOURS OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

 

Transmission of information via the internet is not completely secure. We cannot guarantee the security of your personal information transmitted via the Services, our website or mobile application. Any transmission of personal information is at your own risk. You acknowledge and agree that we are not responsible for circumvention of any privacy settings or security measures contained in the Services or the Website. 

 

Limitations of Liability

 

IN NO EVENT WILL SPALON BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SPALON WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SPALON'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SPALON UNDER THESE TERMS IN THE THREE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.

 

Indemnification

 

You agree to defend, indemnify and hold Spalon, its parent and affiliate entities, and all of their owners, officers, directors employees, contractors and service providers, harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to your use of the Services and/or your breach of these Terms of Use.

 

Governing Law and Waiver of Class Actions

 

These Terms of Use are governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to these Terms of Use or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Minnesota in each case located in Hennepin County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

YOU AGREE THAT SPALON AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY. YOU FURTHER AGREE THAT ANY DISPUTE RESOLUTION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ACTIONS ARE NOT PERMITTED AND YOU AGREE TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION OR ANY SIMILAR COLLECTIVE LEGAL ACTION. YOU WILL PURSUE ANY CLAIM OR DISPUTE REGARDING SPALON IN YOUR INDIVIDUAL CAPACITY AND NOT AS PART OF A CLASS ACTION OR COLLECTIVE ACTION.  

 

ANY CLAIM BY YOU MUST BE RAISED WITHIN TWELVE (12) MONTHS FROM THE DATE ON WHICH THE CLAIM AROSE OR IT IS WAIVED AND VOID.

 

Third-Party Sites

The Services may contain links or other connections to gain access to websites and social networks that are not under the control of or operated by Spalon, but rather are exclusively controlled and operated by third parties (collectively, “Third-Party Sites”). You may be transferred to a Third-Party Site even though it appears that you are still in the Services. These Third-Party Sites are subject to different terms and conditions and privacy policies. You agree that your use of Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions. Spalon is not liable for your use of any Third-Party Site.

Miscellaneous

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control. 

If any provision of these Terms of Use is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the enforceability of any other provisions. 

The failure by us to enforce any right or provision of these Terms of Use will not prevent us from enforcing such right or provision in the future. 

We may assign our rights and obligations under these Terms of Use, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You may not assign rights and obligations under these Terms of Use, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without our prior written consent. 

These Terms of Use and the Privacy Policy constitute the sole and entire agreement between you and Spalon regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. 

Contact Information

If you have questions or comments about these Terms of Use, please contact us contact us at 952-915-2900 or jgapinski@spalon.com.