Table of Contents
- Scope; Modification of Agreement
- Requirements; Necessary Equipment
- Registration; Compliance with Applicable Law; Termination of Access to the Phido™ Offerings
- Endless Aisles®
- Social Media Pages
- Interactive Services
- License Grant
- Proprietary Rights
- Representations and Warranties
- Legal Warning
- Disclaimer of Warranties
- Limitation of Liability
- Copyright Policy/DMCA Compliance
- Third Party Websites
- Editing, Deleting and Modification
- Use of User Information
- Dispute Resolution Provisions
- Electronic Signatures
- Contact Us
Phido™ Website Terms and Conditions
The Phido™ website located at www.endlessaisles.io (the “Site”) is owned and operated by PFS Services LLC d/b/a/ PHIDO (collectively, “Phido™,” “we,” “our” or “us”). Each end-user (“User,” “you” or “your”) agrees to the following Phido™ Website Terms and Conditions (“Terms and Conditions”), in their entirety, when she/he/it: (a) accesses or uses the Site; (b) accesses and/or views any of the blog posts, videos, audio, stories, testimonials, text, photographs, graphics, artwork, information and/or other content featured on the Site, as made available by Phido™ (collectively, the “Content”); (c) accesses information pertaining to, and/or gains access to, the Endless Aisles Special Ordering™ platform/API, which contains product fulfilment solutions for retail outlets (“Endless Aisles®”); (d) accesses the comments sections associated with the blog posts and/or other interactive features made available on the Site (“Interactive Services”); (e) accesses information pertaining to and/or registers to enter one or more promotions and/or sweepstakes that may be offered by Phido™ from time-to-time (collectively, “Promotions”); (f) utilizes the contact form and/or other functionality as a means to request being contacted by Phido™ (collectively, “Contact Services”); and/or (g) accesses links to Phido’s™ social media pages/accounts on third party social media websites, such as Facebook® and LinkedIn® (collectively, “Social Media Pages”). The Endless Aisles® platform enables customers of Users (“Customers”) to purchase pet-related products and/or services as featured on the Endless Aisles® platform Customer interface, with the associated fulfilment and shipping handled by Phido™ (collectively, the “Products” and together with the Site, Content, Endless Aisles® platform, Interactive Services, Promotions, Contact Services and Social Media Pages, the “Phido™ Offerings”).
NOTICE: THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES AND INDEMNIFICATION PROVISIONS. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.
Facebook® is a registered trademark of Facebook, Inc. (“Facebook”). LinkedIn® is a registered trademark of LinkedIn Corporation (“LinkedIn”). Please be advised that Phido™ is not in any way affiliated with Facebook or LinkedIn, and the Phido™ Offerings are not endorsed, administered or sponsored by Facebook or LinkedIn.
Please be advised that Phido™ does not itself manufacture or produce the Products. Further, the Products contain descriptions that are provided directly by the manufacturers or distributors of such Products. Phido™ does not represent or warrant that the descriptions of such Products are accurate or complete. As a result, Phido™ has no control over the quality, safety or legality of the Products.
Phido™ attempts to be as accurate as possible with Product descriptions and prices. However, Phido™ does not warrant that Product descriptions or prices are 100% accurate. In the event that a Product is listed at an incorrect price or with incorrect information due to typographical error, error in pricing or Product information received from Phido’s™ suppliers, Phido™ shall have the right to refuse or cancel any orders placed for such Products. Phido™ shall have the right to refuse or cancel any such order, whether or not the order has been confirmed and whether or not your credit or debit card has been charged.
Scope; Modification of Agreement
The Agreement constitutes the entire and only agreement between Users and Phido™ with respect to Users’ use of the Phido™ Offerings, and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to same. We may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that: (a) any amendment or modification to the provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions (“Billing Provisions”) shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the Phido™ Offerings. By your continued use of any of the Phido™ Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable).
Requirements; Necessary Equipment
The Phido™ Offerings are available only to individuals who can enter into legally binding contracts under applicable law and are acting in their capacity as duly authorized representatives of a valid business entity. The Phido™ Offerings are not intended for use by individuals under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age) and/or if the User is not in acting in her/his capacity as a duly authorized representative of a valid business entity. If a User is under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age), if that User is unable to enter into legally binding contracts under applicable law, and/or if that User is not in acting in her/his capacity as a duly authorized representative of a valid business entity, that User does not have permission to access or use the Phido™ Offerings.
You shall be responsible, at all times, for ensuring that you have an Internet connection, computer/mobile device, up-to-date Internet browser versions, a functioning e-mail account, applicable software, applicable hardware and/or other equipment necessary to access the Phido™ Offerings. Phido™ does not guarantee the quality, speed or availability of the Internet connection associated with your mobile device and/or computer. Phido™ does not guarantee that the Phido™ Offerings can be accessed: (a) on all mobile devices; (b) through all wireless service plans; (c) in connection with all Internet browsers; and/or (d) in all geographical areas. Standard messaging, data and wireless access fees may apply to your use of the Phido™ Offerings through your wireless device. You are fully responsible for all such charges and Phido™ has no liability or responsibility to you, whatsoever, for any such charges billed by your wireless carrier.
Registration; Compliance with Applicable Law; Termination of Access to the Phido™ Offerings
(a) Registration. In connection with obtaining access to the Endless Aisles® platform and/or otherwise completing the Site registration process, Phido™ will collect the following information applicable to the User: (i) the name of the User’s business entity (“Entity”) (as well as any applicable Entity’s trade name and business entity type (e.g., corporation, limited liability company, partnership, etc.)); (ii) the Entity’s street address; (iii) the Entity’s primary contact’s full name; (iv) the Entity’s primary contact’s e-mail address; (v) the Entity’s primary contact’s telephone number; (vi) the Entity’s primary contact’s fax number; (vii) the Entity’s billing address; (viii) the Entity’s federal tax ID number (“FEIN”); (ix) the Entity’s sales tax exempt number (if any); (x) the primary type of business that the Entity engages in (e.g. pet store, vet clinic, kennel retail/non-retail, shelter and rescue, etc.); (xi) whether the Entity is part of a chain of stores; (xii) whether the Entity has a website and, if so, the website’s address; and/or (xiii) any other information requested on the applicable form (collectively, “Registration Data”). You agree to provide true, accurate, current and complete Registration Data. If you provide any Registration Data that is untrue, inaccurate, not current or incomplete (or if the Registration Data becomes untrue, inaccurate, not current or incomplete), or Phido™ has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, Phido™ has the right to suspend or terminate your account and refuse any and all current or future use of the Phido™ Offerings (or any portion thereof).
Please be advised that, in connection with the registration review process, Phido™ and its third party service providers may, among other things, verify your Entity’s FEIN, perform a credit check and review the Registration Data submitted against national databases that track business/consumer transactions with lending institutions. By submitting your Registration Data, you agree to allow Phido™ and its third party service providers to review, verify and research your Registration Data in such a manner.
(b) Compliance with Applicable Law. User represents and warrants that it and its marketing and commercial efforts associated with the Products and/or the Endless Aisles® platform, as well as its business practices in general, shall fully comply with all applicable local, state, national, federal and international laws including, without limitation, any and all privacy laws, the CAN-SPAM Act of 2003, as amended, as well as other state and federal e-mail marketing laws, Canada’s Anti-Spam Legislation (“CASL”), the Telephone Consumer Protection Act (47 USC § 227), and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time (“TCPA”) and the Amended Telemarketing Sales Rule (“ATSR”), 16 CFR 310 et seq. (collectively, “Applicable Law”).
(c) Account Security. User is responsible for maintaining the confidentiality of User’s account information and password, and for restricting access to the account. User agrees to accept responsibility for all activities that occur by and through User’s account or password. We strongly recommend that you exit from your account at the end of each session. You agree to notify Phido™ immediately of any unauthorized access to, and/or use of, your account or any other breach of security.
(d) Termination. Phido™ may terminate a User’s access to the Phido™ Offerings at any time and for any reason, in its sole discretion. Such reasons may include, without limitation, where Phido™ believes that such User is: (i) in any way in breach of the Agreement; and/or (ii) engaged in any improper conduct in connection with the Phido™ Offerings.
The Endless Aisles® platform, and its various features, services and offerings are further described in, and subject to, the separate Endless Aisles® Terms. Endless Aisles® provides retail outlet Users with a Product-fulfilment solution whereby Customers of such retail outlets can order Products that are not in stock at the applicable retail outlets by and through the Endless Aisles® platform. Phido™ will handle all aspects of Product fulfilment – including packaging and delivery, as well as processing payments and returns – while maintaining the branding of the applicable retail outlet User in connection with each such Product shipment. Following receipt of payment in connection with a Customer order, Phido™ will deduct the applicable Endless Aisles® service fee (as set forth in the Endless Aisles® Terms) and remit the difference to the applicable User. Phido™ does not guarantee any sales outcome, revenue or other financial or business-related benefit in connection with use of the Endless Aisles® platform. Subject to the conditions set forth herein, you agree to be bound by the Billing Provisions of Phido™ associated with the Endless Aisles® platform in effect at any given time. Upon reasonable prior notice to you (with Site-updates and/or e-mail sufficing), Phido™ reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Continued use of the Site and/or Endless Aisles® platform after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any service fees applied prior to the applicable amendment or modification. You understand and agree that Phido™ is not responsible or liable in any manner whatsoever for your use of, or inability to use the Endless Aisles® platform. You understand and agree that Phido™ shall not be liable to you, any Customer or any third party for any modification, suspension or discontinuation of the Endless Aisles® platform. You understand and agree that refusal to use the Phido™ Offerings is your sole right and remedy with respect to any dispute with Phido™.
The Products, Product descriptions, statements regarding Product efficacy and photographic images of the Products are provided directly by the Product manufacturers, and not Phido™, and are reprinted on the Endless Aisles® platform Customer interface with the permission of the applicable Product manufacturers. As a result, Phido™ has no control over: (a) the quality, safety or legality of those Products; and/or (b) the truth or accuracy of those Product descriptions and associated claims regarding efficacy of, or the health benefits, nutritional benefits or other outcomes associated with, such Products. Phido™ does not warrant that the Product descriptions (or other Content contained on the Site) is/are accurate, complete, reliable, current or error free. We have made every effort to display as accurately as possible the colors of the Products that appear on the Site. However, as the actual colors you see will depend on your monitor/screen and other factors associated with your computer, mobile device or other device used to access the Site, as applicable, we cannot guarantee that the depiction of any color as viewed by you through your monitor/screen will be accurate.
In the event that a Product is listed at an incorrect price point due to a typographical error or an error in pricing information received from our suppliers, Phido™ shall have the right to refuse or cancel any orders placed for that Product so listed at the incorrect price. In addition, Phido™ shall have the right to limit the number of Products purchased through the Endless Aisles® platform Customer interface. Phido™ shall have the right to refuse or cancel any order whether or not the order has been confirmed and whether or not the applicable Customer paid for such Products. If a Customer has already paid for Products and that order is cancelled, Phido™ shall immediately issue a credit to that Customer’s payment method in the amount of the subject charge.
You understand and agree that Phido™ is not responsible or liable in any manner whatsoever for your Customers’ use of, or inability to use and/or acquire any Products. You understand and agree that Phido™ shall not be liable to you, any Customer or any third party for any modification, suspension or discontinuation of any Product, service or promotion offered by Phido™. You understand and agree that refusal to use the Phido™ Offerings is your sole right and remedy with respect to any dispute with Phido™.
The Site contains Content which includes, but is not limited to, blog posts, videos, audio, stories, testimonials, text, photographs, graphics, artwork, information pertaining to trade shows and industry events and/or other materials regarding the Phido™ Offerings. The Content is offered for informational purposes only and is at all times subject to the disclaimers contained herein and on the Site.
(a) Subject to the restrictions contained herein including, without limitation, those contained below, the Interactive Services may allow Users to post comments, and engage in other interactive communication, by and through the Phido™ Offerings. In connection with the Interactive Services, each User shall be solely responsible for the comments, opinions, statements, offers, propositions, feedback and other content (collectively, “Feedback”) posted by and through the Interactive Services. Phido™ reserves the right to prohibit any conduct by Users, or to remove any materials or Feedback posted by Users by and through the Interactive Services, that Phido™ deems, in its sole and absolute discretion, to be in violation of the Agreement and/or which Phido™ believes to be illegal, potentially harmful to others, otherwise objectionable or that same may expose Phido™ to harm, damage to reputation or liability. Notwithstanding the foregoing, Phido™ undertakes no responsibility to monitor or otherwise police the actions of Users, Feedback and/or other material posted by Users and/or other third parties. Phido™ shall have no obligation and incur no liability to such Users in connection with any Feedback. Users may find certain Feedback to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when viewing Feedback. You agree to use the Interactive Services in a manner consistent with, and in full compliance with, any and all applicable laws and regulations.
(b) In connection with your use of the Interactive Services and other of the Phido™ Offerings, you agree not to: (i) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third party; (ii) display any audio files, text, photographs, videos or other images containing confidential information; (iii) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (iv) impersonate any person or entity; (v) “stalk” or otherwise harass any person; (vi) engage in unauthorized advertising to, or commercial solicitation of, other Users; (vii) transmit any chain letters, spam or junk e-mail to other Users; (viii) express or imply that any statements that you make are endorsed by Phido™, without Phido’s™ specific prior written consent; (ix) harvest or collect personal information of other Users whether or not for commercial purposes, without their express consent; (x) use any robot, spider, search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Phido™ Offerings; (xi) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (xii) remove any copyright, trademark or other proprietary rights notices contained on the Site and/or Endless Aisles® platform; (xiii) interfere with or disrupt the Site, the Endless Aisles® platform and/or the servers or networks connected to same; (xiv) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to mobile networks; (xvi) “frame” or “mirror” any part of the Site without Phido’s™ prior written authorization; (xvii) use metatags or code or other devices containing any reference to any Phido™ Offerings in order to direct any person to any other mobile application or website for any purpose; and/or (xviii) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Phido™ Offerings or any software used in or in connection with the Phido™ Offerings. Phido™ reserves the right to pursue any and all legal remedies against Users that engage in the aforementioned prohibited conduct.
From time-to-time, Phido™ may make certain Promotions available to Users. By providing true and accurate information in connection with the applicable Promotion form(s), responding to all Promotions-related communications from Phido™ and/or the applicable third party retail partner and agreeing to the Contest Rules applicable to each Promotion, Users can obtain, or attempt to obtain, entries for the chance to win prizes in the applicable Promotion(s). Each User understands and agrees that Phido™ shall not be liable to such User or any third party for any claim in connection with that User’s participation in any of the Promotions.
As a User of the Phido™ Offerings, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Phido™ Offerings and associated content in accordance with the Agreement. Phido™ may terminate this license at any time for any reason. You may use the Phido™ Offerings on one computer for your own personal, non-commercial use. No part of the Phido™ Offerings may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Phido™ Offerings or any portion thereof. Phido™ reserves any rights not explicitly granted in the Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Phido™ Offerings. You may not take any action that imposes an unreasonable or disproportionately large load on Phido™ infrastructure. Your right to use the Phido™ Offerings is not transferable.
The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to the Phido™ Offerings are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution, publication or sale by you of any part of the Phido™ Offerings is strictly prohibited. Systematic retrieval of material from the Phido™ Offerings by automated means or any other form of scraping or data extraction in order to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Phido™ is strictly prohibited. You do not acquire ownership rights in or to any content, document, software, services or other materials viewed by or through the Phido™ Offerings. The posting of information or material on or through the Phido™ Offerings by Phido™ does not constitute a waiver of any right in or to such information and/or materials. The “Phido,” Endless Aisles Special Ordering” and “Endless Aisles” names and logos, and all associated graphics, icons and service names, are trademarks of PFS Services LLC d/b/a/ PHIDO. All other trademarks, including those associated with the Products, are the property of their respective owners. The use of any trademark without the applicable trademark owner’s express written consent is strictly prohibited.
Representations and Warranties
User hereby represents and warrants to Phido™ as follows: (a) this Agreement constitutes the legal, valid and binding obligation of User and the Entity that she/he represents, which is fully enforceable against User and that Entity in accordance with its terms; (b) User understands and agrees that User and the Entity that she/he represents has independently evaluated the desirability of utilizing the Phido™ Offerings and that neither User nor the Entity that she/he represents has relied on any representation and/or warranty other than those set forth in the Agreement; (c) the execution, delivery and performance of the Agreement by User and the Entity that she/he represents will not conflict with or violate: (i) any order, judgment or decree applicable to User and/or the Entity that she/he represents; (ii) any provision of User’s Entity’s corporate by-laws, certificate of incorporation or other organizational documents, if applicable; or (iii) any agreement or other instrument applicable to User and/or the Entity that she/he represents; and (d) the performance under this Agreement, the use of the Phido™ Offerings, the Feedback and any and all other material, content, products and/or services of User and/or the Entity that she/he represents, will not: (i) invade the right of privacy or publicity of any third person; (ii) involve any libelous, obscene, indecent or otherwise unlawful material; (iii) violate any Applicable Law; and/or (iv) otherwise infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity.
Each User and the Entity that she/he represents agrees to indemnify, defend and hold Phido™, its employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (a) any dispute between that User/Entity and any other User, Entity, Product manufacturer or third party; (b) that User’s/Entity’s improper and/or unauthorized use of the Phido™ Offerings; (c) that User’s/Entity’s Feedback; (d) that User’s/Entity’s breach of the Agreement in any manner whatsoever; and/or (e) that User’s/Entity’s violation of any rights of another individual and/or entity. The provisions of this Section 13 are for the benefit of Phido™, its parent, subsidiaries and/or affiliates, and each of their respective members, officers, directors, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
Any attempt by any individual to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Phido™ Offerings is a violation of criminal and civil law and Phido™ will diligently pursue any and all remedies against any offending individual or entity to the fullest extent permissible by law and in equity.
Disclaimer of Warranties
THE PHIDO™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME ARE PROVIDED TO USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, PHIDO™ MAKES NO WARRANTY THAT THE PHIDO™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME: (A) WILL MEET ANY USER’S/ENTITY’S REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF HARMFUL COMPONENTS; (D) WILL RESULT IN ANY SPECIFIC SALES, REVENUE OR BUSINESS RELATED BENEFIT OR OTHER FINANCIAL OUTCOME; (E) WILL RESULT IN ANY SPECIFIC PET-RELATED DIETARY BENEFIT, HEALTH-RELATED OUTCOME OR OTHER OUTCOME; AND/OR (F) WILL BE ACCURATE OR RELIABLE. THE PHIDO™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. PHIDO™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE PHIDO™ OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM PHIDO™ OR OTHERWISE THROUGH OR FROM THE PHIDO™ OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Limitation of Liability
EACH USER EXPRESSLY UNDERSTANDS AND AGREES THAT PHIDO™ SHALL NOT BE LIABLE TO THAT USER, THE ENTITY THAT SUCH USER REPRESENTS OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PHIDO™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FOR: (A) THE USE OR INABILITY TO USE THE PHIDO™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE PHIDO™ OFFERINGS; (C) ANY DISPUTE BETWEEN ANY USERS, ENTITIES AND/OR THIRD PARTIES; (D) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER’S AND/OR ENTITY’S REGISTRATION DATA; (E) THE FAILURE TO REALIZE ANY SPECIFIC SALES, REVENUE OR BUSINESS RELATED BENEFIT OR OTHER FINANCIAL OUTCOME; (F) THE FAILURE OF ANY PRODUCT TO PRODUCE ANY SPECIFIC PET-RELATED DIETARY BENEFIT, HEALTH-RELATED OUTCOME OR OTHER OUTCOME; AND (G) ANY OTHER MATTER RELATING TO THE PHIDO™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. EACH USER, ON HER/HIS BEHALF AND ON BEHALF OF THE ENTITY THAT SHE/HE REPRESENTS, HEREBY RELEASES PHIDO™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF PHIDO™ TO ANY USER AND/OR ENTITY UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE PHIDO™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME, MAY BE BROUGHT BY ANY USER, ENTITY OR PHIDO™ MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN EACH USER, ENTITY AND PHIDO™. ACCESS TO THE PHIDO™ OFFERINGS WOULD NOT BE PROVIDED TO ANY USERS AND/OR ENTITIES WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF PHIDO™ SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Copyright Policy/DMCA Compliance
Phido™ reserves the right to terminate any User’s access to the Phido™ Offerings where such User infringes upon third-party copyrights. If any User or other third party believes that a copyrighted work has been copied and/or posted via the Phido™ Offerings in a way that constitutes copyright infringement, that party should provide Phido™ with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location of the copyrighted work that such party claims has been infringed upon; (c) a written statement by such party that it has a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) such party’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such party that the above information in such party’s notice is accurate and, under penalty of perjury, that such party is the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for notice of claims of copyright infringement is as follows:
Klein Moynihan Turco LLP
Attn: Copyright Attorney
450 Seventh Avenue, 40th Floor
New York, NY 10123
Fax: (212) 216-9559
Third Party Websites
The Phido™ Offerings contain links to other websites on the Internet that are owned and operated by third parties including, without limitation, the Social Media Websites. Phido™ does not control the information, products or services made available on or through these third party websites. The inclusion of any link does not imply endorsement by Phido™ of the applicable website or any association with the website’s operators. Because Phido™ has no control over such websites and/or resources, each User/Entity agrees that Phido™ is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from or through any such websites or for the protection of any User’s/Entity’s data privacy by third parties. Each User/Entity further agrees that Phido™ shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such website.
Editing, Deleting and Modification
Phido™ reserves the right, in its sole discretion, to edit and/or delete any documents, information or Content appearing on the Site.
Use of User Information
Dispute Resolution Provisions
The Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). In the event that any suit, action or other legal proceeding shall be instituted against any User or Phido™ (each a “Party” and collectively, the “Parties”) in connection with the Agreement and/or Phido™ Offerings, each Party hereby submits to the jurisdiction of either the United States District Court for the Southern District of New York or any New York State Court of competent jurisdiction, located in New York County, and further agrees to comply with all the requirements necessary to give such court jurisdiction. If any litigation, action or other proceeding is threatened and/or commenced between the Parties or their personal representatives arising out of and/or concerning and/or related to any provision of the Agreement and/or the Phido™ Offerings, or the assertion and/or protection of any issue, interest, right and/or duty of any person in relation thereto, whether or not litigation is actually initiated, the prevailing Party shall be entitled to recover from the non-prevailing or defaulting Party, in addition to other relief as may be granted, its reasonable attorneys’ fees in either prosecuting and/or defending such threat, actual litigation, mediation and/or settlement efforts, including, but not limited to, pre-litigation, litigation, trial, post judgment collection, appellate and bankruptcy-related legal fees and costs.
Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Phido™ Offerings is in conflict or inconsistent with the Agreement, the Agreement shall take precedence. Notwithstanding the foregoing, to the extent that there is any inconsistency between these Terms and Conditions and any: (a) Contest Rules, insofar as an applicable Promotion is concerned, the Contest Rules shall govern; and (b) Endless Aisles® Terms, insofar as the Endless Aisles® platform is concerned, the applicable Endless Aisles® Terms shall govern. Phido’s™ failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. Phido™ may, with or without notice to you and in its sole discretion, assign the Agreement and/or any of its rights or delegate its duties under the Agreement to any third party for any purpose. The Agreement, may not however, be assigned by you, and you may not delegate your duties under it. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
You acknowledge and agree that by clicking on the submit button, or taking such other action as may be designated by Phido™ as a means of accepting the Agreement, you are submitting a legally binding electronic signature and entering into a legally binding contract. You acknowledge that your electronic submission constitutes your agreement and intent to be bound by the Agreement. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE AND/OR OTHER PHIDO™ OFFERINGS. Further, you hereby waive any right or requirement under any statutes, regulations, rules, ordinances or other law in any jurisdiction which require(s): (a) an original signature; (b) delivery or retention of non-electronic records; and/or (c) payments, or the granting of credits, by other than electronic means.
If any User has any questions about the Agreement, Phido™ Offerings or the practices of Phido™, that User can email us as at: email@example.com; call us at: 646-807-4304; or send us mail to: 989 6th Avenue, 12th Floor, New York, NY 10018.