Terms of Service
BEFORE YOU USE THE SERVICE SUBJECT TO THESE TERMS OF SERVICE, PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN DEMURE, LLC. ("OUR", "US", "WE", THE "COMPANY", "DEMURE" OR "DEMURE STYLED"), AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SUBSCRIPTION MANAGEMENT AND BILLING SOFTWARE SERVICE. YOUR USE OF THE SERVICE (AS DEFINED BELOW) IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. BY USING THE SERVICES IN ANY MANNER (AS APPLICABLE) (I) YOU OR THE ENTITY THAT YOU REPRESENT ("YOU", "YOUR", OR "CUSTOMER") AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THESE TERMS OF SERVICE (TOGETHER WITH ANY ADDITIONAL TERMS ON SUCH ORDER FORM, THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS, AND (II) YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER.
1. DEMURE Service
A. You are granted a nonexclusive right during the Term (as defined below) to use the DEMURE STYLED Service (the "Service") subject to the terms, conditions and restrictions set forth in this Agreement and any other restrictions stipulated to you by us in writing.
B. You agree to pay for the Service in accordance with our service fees, as further set forth below. DEMURE WILL NOT REFUND ANY MONEYS CHARGED TO YOUR CARD IF YOU YOURSELF DID NOT CANCEL THE SUBSCRIPTION. DEMURE WILL NOT BE HELD LIABLE FOR ANY FORGETFULNESS OR IRRESPONSIBILITY ON YOUR PART. IF YOU DID NOT CANCEL, YOU WILL PAY!
C. DEMURE uses a 3rd party service named Moonclerk to store a protected copy of credit card numbers of your users. By utilizing our service, you grant DEMURE the right to use your information for the purposes of fulfilling our service obligations to you and DEMURE shall otherwise use commercially reasonable efforts to keep such information confidential and secure in accordance with general industry standards.
D. Following any termination or expiration of this agreement or your DEMURE STYLED subscription, Moonclerk will retain a copy of your billing data for a period of thirty (30) days.
2. Term and Termination
The term of this agreement (the "Term") shall commence as of the date you first register for, access or use of the service, and shall continue until terminated as set forth below. You may terminate this Agreement at any time by notifying DEMURE that you wish to terminate your account. DEMURE may terminate this Agreement at any time, for any reason or no reason (including, without limitation, for your breach of this Agreement, violation of applicable law, or violation of card association rules or regulations).
3. Modifications to Agreement or Service
A. Demure reserves the right to amend or modify this Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the service, by sending you an email and/or by some other means. If you don’t agree with the amended or modified agreement, you are free to reject it; but you will no longer be able to use the DEMURE STYLED services.
B. DEMURE may change, suspend, or discontinue all or any part of the service at any time, with or without reason (including, without limitation, for any nonpayment of any fees due hereunder).
4. Service Implementation, Registration and Payment Terms.
A. You agree to provide us with current, complete and accurate registration information as prompted by the service registration process and to maintain and properly update such information.
B. DEMURE is not liable for any losses relating to fraudulent charges, or other actions by you that are deceptive, fraudulent or otherwise invalid ("Fraudulent Actions"). By using the service, you hereby release DEMURE from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify DEMURE of any Fraudulent Actions which may affect the service. DEMURE reserves the right, in its sole discretion, to terminate your account if you engage in, or permit any other user or customer to engage in, Fraudulent Actions.
5. Service Use and Limitations.
A. You represent, warrant and agree that you will only use the service in compliance with all applicable laws and regulations, and that you will not use the service to violate, infringe, or misappropriate any intellectual property or other proprietary right of any third party (including, without limitation, any rights of privacy or publicity).
6. Third Party Products & Services (Moonclerk - https://stripe.com/us/terms)
The Service may provide you with access to, be integrated with, or contain links or references to, products, services, data, information, sites or other materials which are provided or operated by third parties (collectively, "Third Party Products or Services”). Third Party Products are not under DEMURE’s control, and you acknowledge that DEMURE is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Products. You shall comply with all Third Party Terms, and shall indemnify and hold DEMURE harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to your breach of any Third Party Terms. Any provision by DEMURE of Third Party Products, and any exchange of data between you and any third-party provider of a Third Party Product, is solely between you and the applicable third-party provider.
7. Proprietary Rights
A. DEMURE STYLED contains content and merchandise of DEMURE that is protected by copyright, trademark, patent, trade secret and other laws. As between the parties, DEMURE owns all intellectual property and other proprietary rights to the Service, including but not limited to the design, artwork, logos, functionality, and documentation relating thereto (collectively, the "DEMURE Property"). You may not: (i) copy, modify, or reverse engineer any part of the Service or any PAYWHIRL Property (except to the extent such restriction is prohibited by applicable law); (ii) rent, sell, lease, distribute, provide on a service bureau basis, or otherwise use the Service for the benefit of any third party; or (iii) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof. The names, logos or trademarks of any third party companies and products mentioned on the Service (including, without limitation, DEMURE Partners and Partner Sites) may be the trademarks of their respective owners.
B. Subject to the terms and conditions hereof, DEMURE hereby grants you a limited, revocable, nonsublicensable license to display the DEMURE Property solely for personal, non-commercial, or marketing use in connection with viewing the Service or other uses which are expressly permitted by DEMURE in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilize the service’s logo or other DEMURE Property (collectively, "Derivative Works") are the sole property of DEMURE. No other rights are granted to you with respect to the DEMURE Property other than those rights granted explicitly herein, including with respect to any Derivative Works.
C. Any text, images, or other audiovisual information posted on the Service by a user (collectively, "User Content") shall belong to the user that posted such User Content. You may use any User Content posted by you in any other way without restriction. You may only use User Content posted by others in the ways described in this Agreement.
D. DEMURE reserves the right to remove any content (including, without limitation, User Content) from the service, at its sole discretion.
E. DEMURE respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe others' rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to DEMURE:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
description of where the material that you claim is infringing is located on the site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.
DEMURE's owner, for notice of claims of copyright or other intellectual property infringement can be reached as follows:
100 Old Cherokee Rd.
Lexington, South Carolina 29072
8. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DEMURE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
DEMURE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THAT THE SERVICE OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU UNDERSTAND THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER PAYWHIRL’S CONTROL (SUCH AS A THIRD PARTY SERVERS). PAYWHIRL MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
ANY MERCHANDISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR ANY PAYMENT TAKEN IF YOU DID NOT CANCEL THE SERVICE YOURSELF.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEMURE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
DEMURE shall defend, indemnify and hold you harmless from any amounts paid or due to unaffiliated third parties (including reasonable attorney’s fees) which result from a third party claim that the Service infringes any United States patent, copyright, or trademark, or misappropriates any trade secret, provided that you provide DEMURE with (a) prompt written notice of such claim, (b) the option to assume sole control over the defense and settlement of such claim, and (c) reasonable assistance in connection with such defense and settlement (at PAYWHIRL’s expense). Without limiting the foregoing, DEMURE will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to the Service or portions or components thereof to the extent (i) not created by DEMURE, (ii) made in whole or in part in accordance to your specifications, (iii) modified after delivery by DEMURE, (iv) combined with other products, services, processes or materials where the alleged infringement relates to such combination, (v) where you continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with this Agreement. You will indemnify and hold DEMURE harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to the exclusions set forth in the preceding sentence.
10. Limitation of Liability
EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR (I) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY AMOUNTS IN EXCESS (IN THE AGGREGATE) OF THE FEES PAID (OR PAYABLE) BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
DEMURE may assign these Terms of Service in whole or part at any time.
This agreement and the relationship between you and DEMURE shall be governed by the laws of the State of South Carolina without regard to its conflict of law provisions. You and DEMURE agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Lexington, South Carolina.
The provisions of this agreement are intended for the benefit of, and are enforceable solely by, the parties hereto, and nothing in this agreement shall be construed as giving any other person any right, remedy or claim under or in respect of this agreement or any provision hereof.
Any failure of DEMURE to enforce or exercise a right provided in these terms is not a waiver of that right.
Should any provision of these terms be found invalid or unenforceable, such provision shall be limited or deleted to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable.