-- Terms of Use Updated: July 25, 2022

Welcome to Down Etc! Please read these Terms of Use and our Privacy Policy available here (collectively the “Terms”) carefully, as you agree that you consent to these Terms by your use of this website and Down Etc’s services, as described further below.

 

  1. Acceptance of Terms of Use.

 

These terms of use govern your access to, and use of, this website located at www.downetc.com and its associated websites, subdomains, mobile versions, any associated applications and services (the “Site”) operated by Down Etc, LLC, a California limited liability company (“Down Etc”, ”we”, or “our”). By accessing, browsing, or using the Site, you accept these Terms, as well as any referenced policy and any modifications to the Terms that may be made from time to time. If you do not agree to the Terms, you should not access, browse, or otherwise use the Site. The Terms are a binding legal agreement between you and Down Etc. Please read them carefully.

 

  1. Term and Eligibility.

 

The Terms remain in full force and effect while you use the Site. All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The Site is intended only for access and use by individuals at least eighteen (18) years old. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Site. NOTICE: Visit www.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online.

 

If you are accessing the Site from outside of the United States, you are prohibited from entering any personal information into the Site, including placing an order. Orders from outside of the United States may be placed through Amazon.com.

 

  1. Modifications to Terms of Use.

 

Down Etc reserves the right, at any time, to modify, alter, or update the terms and conditions contained in the Terms, and you agree to be bound by such modifications, alterations, or updates. Please pay careful attention to the “Updated” date set forth above. All changes shall be effective immediately. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes.

 

  1. Privacy Policy.

 

Any information submitted on the Site is subject to our Privacy Policy located here. Please review our Privacy Policy carefully.

 

  1. Accessing the Site and Account Security.

We reserve the right to withdraw or amend the Site, and any service or item we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

 

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current and future use of the Site by you.

 

You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

 

  1. Intellectual Property Rights.

 

The Site and its entire contents, visual interfaces, interactive features, functionality, audio, video, digital content, information, text, graphics, design, compilation, computer code, products, software, services, proprietary information, copyrights, service marks, trademarks, trade names, distinctive information such as logos, the selection, sequence, “look and feel,” arrangement of items, and all other elements are owned by Down Etc, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

 

These Terms of Use permit you to use the Site for your personal, non-commercial use only, subject to the following restrictions:

 

  • You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, except as it is created and owned by you.
  • You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.
  • You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site, except with the express written permission of Down Etc.
  • No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Down Etc.
  • You agree not to utilize framing techniques to enclose any trademark, logo, or other Down Etc. Materials without our express prior written consent. You agree not to use any meta tags or any other "hidden text" utilizing Down Etc's name or trademarks without Down Etc's express prior written consent.
  • You agree not to use any Down Etc logos, graphics, or trademarks as part of the link without our express prior written consent.

 

The Down Etc name and logo, and all related names, logos, product and service names, designs, and slogans are the property of Down Etc or its affiliates or licensors. You must not copy, imitate, or use such marks, in whole or in part, without the prior written permission of Down Etc. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners. Any reference to products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise is not an indication or endorsement by Down Etc unless otherwise indicated.

 

  1. Reporting Claims of Copyright Infringement.

We take claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Site, you may request removal of those materials from the Site by submitting written notification to our Copyright Agent at info@downetc.com. 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:

 

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity on the Site and that is to be removed or access to which is to be disabled, including the link or URL for all such material on the Site;
  4. Information reasonably sufficient to permit Down Etc to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

If you fail to comply with all of these requirements, your DMCA Notice may not be effective. Additionally, if you knowingly misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages 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.

 

  • Notice and Takedown. If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described above, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA in the event a counter-notification is received, as described below. We may, at our discretion, deny access to the Site by, or disable and/or terminate the accounts of, Users who may be infringers.

 

  • Copyright Counter-Notices. If content you posted on the Site was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications, which is governed by Section 512(g) of the DMCA, is as follows:

 

  1. To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth above, with a written communication that sets forth the items specified below.
  2. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the accounts of (or access privileges by) Users who are infringers. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney.

 

  • Elements of Counter-Notification. To expedite our ability to process your counter- notification, please use the following format (including section numbers):

 

  1. Identify the specific URLs of (or other information sufficient to allow us to identify) material that Down Etc has removed or to which Down Etc has disabled access.
  2. Provide your full name, address, telephone number, email address and, if you are a registered User, the User name of your Down Etc account.
  3. Provide a statement that you consent to the jurisdiction of the state court located in the County of San Mateo, California, or federal court in the Northern District of California, San Jose Branch, and that you will accept service of process from the person who provided notification to our Copyright Agent in accordance with the process outlined above or an agent of such person.
  4. Include the following statement: “I swear, under penalty of perjury, that I have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
  5. Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following email address: info@downetc.com.

 

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your Identifying Information set forth in the counter-notification. By submitting a counter-notification, you consent to having such Identifying Information revealed in this way. We will not forward the counter-notification to any party other than the original claimant. After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Site. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).

 

  • Foreign Counter-Notification: If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for Users who are infringers. So, if you are not sure whether content you posted on the Site is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of California. If you do wish to file a counter-notice, you should follow the process set forth above under the heading “Elements of Counter-Notification.”

 

DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.

 

  1. Submissions.

 

The Site may allow you to post reviews or comments concerning Down Etc, and our products and services, and may allow you to send materials to us, including for use on the Site. You agree that Down Etc is free to use any comments, suggestions, questions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of e-mail or other submissions to us, or postings to or on the Site, but not including your account or order information, (each, a “Submission”) without compensation, acknowledgement, or payment to you for any purpose whatsoever. Furthermore, you agree that Submissions are non-confidential, and grant us a non-exclusive, fully paid, royalty-free, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Submissions throughout the world in any media now known or hereafter developed, with or without acknowledgment to you, in our sole discretion and without compensation to you. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submission and that the submission of any such materials to us, irrevocably waives any and all “moral rights” in your Submissions, including the rights of paternity and integrity. By posting or providing a Submission or other information, you represent and warrant that public posting and use of your Submission or information by Down Etc will not infringe on or violate the rights of any third party, and that you will indemnify us against any liability or losses arising out of our use of your Submissions in accordance with these Terms. Please do not submit Submissions to us if you do not understand and agree with these provisions.

 

  1. Service Availability; Timeliness of Information

 

From time to time, we test various aspects of the Site, including the platform, user interfaces, service levels, plans, promotions, features, content and pricing, and we reserve the right to include you in or exclude you from these tests without notice. Down Etc may make changes to or discontinue any of the Down Etc Materials, web communities or products available on the Site at any time, and without notice, and Down Etc makes no commitment to update these materials on the Site.

 

This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.

 

  1. Links.

 

We may provide links to other websites or resources that are beyond our control. We make no representations as to the quality, content, nature, or reliability of websites, which links to may be provided, and you hereby waive any claim you might have against us with respect to such sites. Down Etc is not responsible for the content on the internet or web pages that are contained outside the Site; when leaving this Site you should be aware that our terms and policies no longer govern, and therefore, you should review the terms of use of that website.

 

  1. Prohibited Uses.

 

As a condition of your use of the Site, you hereby represent and warrant that you will not use the Site for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section) by these Terms. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Site, or use or access the Site or content obtained through the Site, for any purpose other than for your personal use, as any use by you of any of the Site other than for your personal use is strictly prohibited. You further agree not to:

 

 

  • Create derivative works of the Site content, including, without limitation, montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards or merchandise, unless permitted under these Terms or with the prior written authorization of Down Etc and any applicable licensors.
  • Use the Site if you do not meet the eligibility requirements described in Section 2 above.
  • Defame, harass, abuse, threaten, stalk or defraud users of the Site, or collect, or attempt to collect, personal information about users or third parties without their consent.
  • Intentionally interfere with or damage, impair or disable the operation of the Site or any user's enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Site with the intended result of denying service to other users.
  • Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any part of the Site, or features that enforce limitations on the use of the Site.
  • Attempt to gain unauthorized access to the Site or any part of it, including gaining access or attempting to gain access to another user's account, computer systems or networks connected to the Site or any part of it, through request, hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted through the Site.
  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site. You agree neither to modify the Site in any manner or form (other than in accordance with these Terms), nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site or for the removal of any proprietary notices or labels on the Site.
  • Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
  • Sell, rent, lease, distribute, broadcast, sublicense or otherwise assign any right to the Site to any third party.
  • Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Site or to insert your own or a third party's advertising, branding or other promotional content on the Site. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
  • Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  • Use the Site in any manner that could interrupt, damage, disable, overburden or impair the Site, or interfere with any other party's use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or "flooding" servers.
  • Modify, adapt, translate, or create derivative works based upon the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  • Impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
  • Use the Site to "stalk" or otherwise harass or harm another in any way.
  • Post, transmit or otherwise disseminate through the Site any content that, as we determine in our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, or infringes our or any third party's intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner.
  • Take any action that may damage or falsify Down Etc or the Site rating.

 

  1. Social Media Component.

 

In certain sections of the Site, you may also be able to post your comments on social media sites such as Facebook,  Pinterest, Instagram or YouTube.  For example, your friends and others who have access to view information about you on these social media sites will be able to see that you posted a comment. You’ll also be able to see similar information about your social media site friends who are connected to our Site. In addition, our Site may personalize and otherwise enhance your experience based on your social media accounts, such as your basic information, likes and interests.  Please pay careful attention to the privacy settings on your social media accounts, which will impact this feature and may give you some control over the information that is shared and who it is shared with.

 

BY CONNECTING YOUR SITE ACCOUNT TO YOUR SOCIAL MEDIA ACCOUNTS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO SOCIAL MEDIA SITES SUCH AS FACEBOOK, PINTEREST, INSTAGRAM OR YOUTUBE (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON FACEBOOK, PINTEREST, INSTAGRAM AND/OR YOUTUBE AND YOUR ACCOUNT SETTINGS ON OUR SITE).  IF YOU DO NOT WANT INFORMATION ABOUT YOU TO BE SHARED IN THIS MANNER, DO NOT USE THE SOCIAL MEDIA SITE FEATURES.

 

  1. Termination

 

You may terminate your use of the Site at any time by notifying us that you no longer wish to use our services, or when you cease using our Site. You agree that Down Etc, in its sole discretion, may terminate any account (or any part thereof) you may have through the Site or your use of the Site, and remove and discard all or any part of your account or any user content. You agree that your access to the Site or any account you may have or portion thereof may be terminated without prior notice, and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to the Site (or any part thereof). You also agree that Down Etc shall not be liable to you or any third-party for any such termination. Down Etc reserves the right to modify, suspend or discontinue the Site and/or access to it at any time and without notice to you, and Down Etc will not be liable to you should it exercise such rights, even if your use of the Site is impacted by the change. These remedies are in addition to any other remedies Down Etc may have at law or in equity. All provisions of the Terms shall survive termination of use of the site by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

 

  1. No Warranties.

 

THIS SITE AND THE MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS; DOWN ETC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED, OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER DOWN ETC NOR ANY PERSON ASSOCIATED WITH DOWN ETC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER DOWN ETC NOR ANYONE ASSOCIATED WITH DOWN ETC REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, OR PHOTOGRAPHY. WHILE WE ATTEMPT TO ENSURE YOUR ACCESS AND USE OF THE SITE IS SAFE, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT PROVIDED ON THE SITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

  1. Limited Liability.

 

IN NO EVENT WILL DOWN ETC, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

 

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF DOWN ETC AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO DOWN ETC FOR THE APPLICABLE ITEMS OUT OF WHICH LIABILITY AROSE.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

  1. Force Majeure.

 

Except for payment obligations, non-performance or late performance of either party shall be excused to the extent that performance is rendered impossible, commercially unreasonable, or delayed by strike, fire, flood, pandemic, governmental acts or orders or restrictions, war, acts of terrorism, labor conditions, supply restrictions, communication or shipment problems, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing or late performing party whether or not similar to the foregoing.

 

  1. Indemnification.

 

You agree to defend, indemnify, and hold harmless Down Etc, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the Terms or your use of the Site, including, but not limited to, any use of the Site’s content, services, and products other than as expressly authorized in the Terms or your use of any information obtained from the Site.

 

Down Etc reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter giving rise to your indemnification obligations without the prior written consent of Down Etc. Down Etc will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

 

  1. Applicable Law and Venue.

 

These Terms and any transactions hereunder shall be governed by and construed in accordance with the laws of the State of California without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be filed only in state court located in the County of San Mateo, California, or federal court in the Northern District of California, San Jose Branch, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these terms and conditions.

 

  1. Arbitration.

 

For any dispute you have with us, you agree to first contact us through email info@downetc.com and attempt to resolve the dispute with us informally. If we have not been able to resolve the dispute with you informally, we each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in California before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

 

  1. Claims.

 

YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 

 

  1. Notice for California Users.

 

Under California Civil Code Section 1789.3, users of an electronic commercial service from California are entitled to receive the following information on how to resolve a complaint regarding our Site to receive further information regarding use of our Site:

 

Such complaints or requests may be submitted to Down Etc via email at: info@downetc.com.

 

  1. General Terms.

 

  • If any provision of the Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.

 

  • The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Down Etc without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

 

  • This is the entire agreement between you and Down Etc relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Down Etc. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms made by Down Etc as set forth in Section 3 above. All rights not expressly granted in these Terms are reserved to us.

 

 

Copyright © 2022 Down Etc., LLC. All Rights Reserved.

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