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Particle

Terms & Conditions

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Welcome to ParticleForMen.com! These Terms and Conditions, together with any receipt for payment made, order confirmation, invoice, or other document or policy referenced in these Terms and Conditions (collectively the “Terms” or “Agreement”) set forth the terms and conditions under which you are able to (a) access and use ParticleForMen.com and any other website offered by Particle Aesthetic Science Ltd. (the “Website”), including interacting with the available features and content, and (b) purchase products offered by Particle on the Website (“Products”). The Website, including all of its features and the Products are collectively referred to as the “Services”. The Agreement is a legally binding contract between the individual using or otherwise accessing the Services (“User”, “you” and “your”) and Particle Aesthetic Science Ltd. (“Particle” “we” “us” or “our”).

Please note that Section 14 contains an arbitration clause and class action waiver, applicable to all users of the Services, and explains how to opt out of arbitration. Unless you validly opt out, you agree to resolve any disputes with Particle exclusively through binding individual arbitration, with only limited exceptions. This means you and Particle are waiving the right to sue in court, have a trial by jury, or participate in a class or representative action. Please read this Section carefully, as it affects your rights.

The Agreement sets out your rights and responsibilities when you use the Services. Please read it carefully. By using the Services, you’re agreeing to the terms of the Agreement. If you don’t agree with the terms of the Agreement, you may not use or otherwise access the Services.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICES AND APPLIES TO ALL USERS AND INDIVIDUALS VISITING OR ACCESSING THE SERVICES, INCLUDING THE WEBSITE. BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING BROWSING THIS WEBSITE, CREATING AN ACCOUNT, CONTINUING TO USE THE SERVICES AFTER ANY CHANGES ARE MADE TO THESE TERMS, OR BY COMPLETING THE ACCOUNT REGISTRATION PROCESS, YOU REPRESENT THAT: (a) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (b) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND ARE NOT BARRED FROM USING SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (c) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

  1. YOUR ACCOUNT.
    • Account Registration. In order to access and use certain features of the Services or purchase Products, User may be required to create and register an account (an “Account“). Account registration may require the User to provide Particle with certain personal information, such as name, date of birth, email address, and mailing address. Failure to maintain accurate, complete and up-to-date Account information, may result in your inability to access or use the Services. All information supplied to Particle in creating the Account must be accurate. Any User making a purchase of Product prior to the creation of an Account hereby agrees that an Account will be creating for such User at the time of purchase using the information provided by the User at the time of such purchase.
    • Maintenance of Account. Each User is responsible for maintaining the confidentiality of its Account and any provided verification codes During the Account creation process, a User may be required to enter your email and enter verification codes sent to such email (“Login Information“). User shall not (a) share the Account or the Login Information, let anyone else access its Account, or do anything else that might jeopardize the security of its Account; or (b) sell, transfer, license or assign its Account, username, or any Account rights. In the event User becomes aware of or reasonably suspects any breach of security, including without limitation any loss, theft, or unauthorized disclosure of Login Information, User must immediately notify Particle and modify the Login Information associated with any breached Account. User is responsible for anything that happens through its Account.
    • Marketing. Upon the creation of an Account, you agree that Particle may send you periodic marketing emails at the email associated with that Account. You may opt-out of receiving email marketing in accordance with the terms of our Privacy Policy or by selecting “unsubscribe” at the bottom of the email you receive from us. In addition to any other terms and conditions made known to you at the time of your registration, if you provide your phone number at checkout and opt into text message marking or register on our Website to receive Particle text message marketing (“Marketing Program”), you agree and acknowledge that:
      • We will send marketing and promotional text messages to users who register for the Marketing Program through our Website or provide their phone number at checkout and opt-in to the Marketing Program.
      • If you reside in the United States, you can cancel the Marketing Program and receipt of SMS from us at any time by replying STOP (or STOPALL, CANCEL, UNSUBSCRIBE, END, or QUIT) to any text message from the Marketing Program. After you text the message STOP (or CANCEL, UNSUBSCRIBE, END, or QUIT) to us, we will send you a text message to confirm that you have been unsubscribed. If you reside outside of the United States, there may be a clickable link to opt-out of the Marketing Program. After you take the applicable above steps, you will no longer receive Marketing Program text messages from us. If you want to re-register, just sign up on the Website, and we will start sending Marketing Program text messages to you again.
      • If you experience any issues with the Marketing Program, you can reply “HELP or INFO” to any text message from the Marketing Program for more assistance, or you can send us an email at [email protected].
      • Please be advised that neither Particle nor any carriers are liable for delayed or undelivered messages. As always, message and data rates may apply for any message sent to you from us and/or sent to us from you. The frequency of the messaging may vary. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
      • The provisions of this Section 1.3 apply only to the Marketing Program, and not to any of our other advertising, marketing or promotional activities. For more information on our collection, use, and sharing practices with respect to information derived from such activities, and on your choices with respect to such activities, please see our Privacy Policy.
      • By accessing or using the Marketing Program, you consent to receiving records and communications from us in electronic format, including without limitation by SMS or email, or through the Website. You may withdraw your consent to receive electronic records and communications by contacting us at . In the event you withdraw your consent to receive electronic records and communications, it will be effective only after we have a reasonable period of time to process your withdrawal and we may, in our discretion, no longer provide the Marketing Program to you. You can obtain a non-electronic copy of your records and communications by printing them yourself or by requesting that we mail a paper copy to you. To request a paper copy of any records and/or communications to be mailed to you free of charge, please contact [email protected]. In order to access and retain electronic records and communications, you must have: (i) a device with an Internet connection; (ii) a current Internet browser that we support; (iii) a valid email address and software to access that email account; and (iv) sufficient storage space to save such communications or an installed printer to print them. You can update information related to your receipt of electronic records and communications (e.g., your email address or phone number) by contacting .
    • Prohibition on Resale. Unless otherwise permitted by Particle in writing in a separate agreement between User and Particle, Particle strictly prohibits any resale of its Products. The following terms apply to the unauthorized resale of Particle Products.
      • Unauthorized resale includes, but is not limited to, the purchase of any Particle Products with the intent to resell them without the express written permission of Particle.
      • If Particle finds or suspects that a User or any representative or affiliate thereof is reselling or facilitating the resale of any Particle Products, Particle may, in its sole discretion, immediately cancel any purchases made by such User. Any Users found or suspected to be engaged in unauthorized resale activity will be prohibited from making any future purchases of any Products from Particle. This includes but is not limited to purchases made directly through the Website or our Services, including orders made by using alternate account details, through third-party platforms, or any other means.
      • Particle will use commercially reasonable efforts to notify of Particle’s decision to terminate User’s ability to make purchases. Particle may also terminate any Accounts suspected of participating in the unauthorized resale of Particle Products.
      • If a User attempts to participate in the unauthorized resale of Products, through any means, after being notified of their violation by Particle, through any means, such User will be deemed to have violated these Terms. Particle will automatically cancel any such purchase made, and refund the amount paid for such Products in accordance with this Section 1.4(d). Any new purchase made by a User who has been previously prohibited from purchasing Products, will be subject to an administrative fee of at least ten percent (10%) of the total amount of the new purchase. Such an administrative fee will be deducted from the amount remitted by Particle to User pursuant to the cancellation of User’s purchase.
      • In addition to any other rights and remedies permitted to Particle under these terms or under law, Particle reserves the right to take legal action to enforce this policy and to recover any costs associated with the unauthorized resale of our Products, including seeking injunctions, damages, and administrative fees.
    • Rewards. Particle offers, in its sole discretion, through a third-party rewards provider (“Rewards Provider”) a rewards program to its eligible Users (“Rewards Program”). User acknowledges and agrees that, as part of its voluntary participation in the Rewards Program, it will be subject to additional terms and conditions set forth by the Rewards Provider as well additional terms provided by Particle from time to time. The below terms govern Users participation in the Rewards Program.

 

  • Rewards points are earned only through qualifying purchases or activities as set forth by Particle. Points can be only redeemed for discounts on future purchases available through the Rewards Program. Points have no cash value and cannot be redeemed for cash, check, gift card, or any monetary equivalent at any time.
  • Points will expire if not used within twelve (12) months from the date they are earned. Expired points cannot be reinstated, and you will lose any unredeemed points upon expiration.
  • Points are non-transferable and may only be used by the User who accrued such points through their Account. Points cannot be transferred to other Accounts, sold, exchanged, or gifted to others.
  • We reserve the right to modify, suspend, or terminate your participation in Rewards Program at any time, without prior notice, for any reason including, but not limited to, suspected fraud, misuse of the Website and Services, misuse and abuse of points, unauthorized resale of Products, or violation of these Terms.
  • We reserve the right to modify, suspend, or cancel the Rewards Program as a whole or any of its benefits at any time, without prior notice. Changes to the Rewards Program may include but are not limited to adjustments in how points are earned, redeemed, or the types of rewards available.
  • We are not responsible for lost or stolen points, errors in the accrual of points, or issues related to the Rewards Program, including any unavailability of rewards or benefits. In no event will we be liable for any indirect, incidental, or consequential damages arising from your participation in the Rewards Program, including the loss of points or inability to redeem rewards.
  • Users may purchase a recurring subscription to certain Products (“Subscription”) when making their initial purchase of such Products. Subscriptions include certain benefits, including limited discounts. Discounts on Subscriptions are only applicable to the first purchase and not for subsequent cycles of the Subscription. Particle reserves the right to change the Subscription benefits, including the discount amounts and eligibility used to determine discount amounts, at any time in its sole discretion. All changes, including for existing subscriptions, will apply to future orders. Some of the offer details may change as you receive deliveries overtime (for example, price, taxes, availability, shipping charges, and seller). If an item is unavailable when shipped and you have selected a backup Product, you authorize us to fulfill your order with your chosen backup Product. Only the first shipment of a Subscription is eligible for a return and is subject to Particle’s return policy. All subsequent shipments of a Product under a Subscription are non-refundable. User may cancel its Subscription for any one or more Subscriptions by emailing Particle at [email protected] or by following the instructions for cancelation in such User’s Account. A User must cancel their Subscription at least two (2) business days prior to the renewal of the Subscription to avoid being charged for the upcoming recurring shipment under the Subscription.
  1. PAYMENT TERMS.
    • You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Website. Particle may use a third party payment processor (“Payment Processor”) to process your payment for the Products. In addition to the terms of this Agreement, your purchase of Products may be subject to additional Payment Processor terms. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we, or the Payment Processor, can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us or the Payment Processor. We may change prices at any time. You must pay all charges at the prices then in effect for any Products you purchase through the Services, including any applicable shipping fees and taxes. We reserve the right to refuse any order placed through the Website. In addition, but not limited to, the right to cancel orders due to incorrect prices due to a typographical or technical error. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
    • Subscription Fees. If User purchases a Subscription for a Product, User hereby grants permission to Particle and its Payment Processor to charge such User’s payment method recurrently for such Subscription in accordance with the terms of such User’s purchase of the Subscription.
    • Package Protection Fee. Users may elect to add a package protection fee for their Products at the time of such user’s purchase to protect against the loss, theft, or damage of their order while in transit (“Package Protection Fee”). The Package Protection Fee is payable on a purchase by purchase basis and is non-refundable. Users who pay the Package Protection Fee will get an instant resolution from our support team related to the loss, theft or damage of their order while in transit. The amount of the Package Protection Fee varies based upon the value of the Product(s) purchased. If you do not wish to pay the Package Protection Fee, it can be removed on the “Delivery & Payment” page of checkout. If you have additional questions about our Package Protection Fee please reach out at [email protected].
  2. CONTENT.
    • Your Content. You may not upload, share, post, email, transmit, query, comment, or otherwise making available through, on or to the Services (“Share”) any of your content, Reviews (as defined in Section 3.4 below), including documents, information, data, text, artwork, audio, images, photographs, graphics, video, and messages, including all information provided through quizzes or surveys offered by Particle on the Services (“Content”) unless you have the necessary rights as contemplated in the Agreement. When you Share any of your Content, you represent that you own or have sufficient rights to Share your Content in connection with the Services, including to grant the license set forth in Section 4.2 (Your Grant of License). If you Share any of your Content to any area of the Services that is accessible by other users, those users may be able to search for, see, use, modify and/or reproduce any of your Content on or off the Services. Particle has the right, but not the obligation, in its sole discretion to remove or block any of your Content at any time where (a) your Content violates applicable laws, regulations, orders, or is in violation of the Agreement, including the acceptable use policy; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Services, Particle, or any third party; (c) in order to respond to requests from law enforcement or any other governmental authority; or (d) that Particle determines is irrelevant or inapplicable to the Services.
    • Inappropriate Content. You are entirely responsible for all of your Content that you Share. You must not Share any of your Content on or through the Services, that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (b) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (c) contains any viruses, worms or other malicious computer programming codes that may damage the Services; (d) contains any personal information, such as financial, medical or other sensitive personal information, such as government IDs, passport numbers or social security numbers; or (e) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes. Furthermore, your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Particle in its sole discretion. You may not Share any of your Content that includes any identifiable person or any of their personal characteristics without that person’s permission.
    • User Content. Particle is not responsible for and does not control any Content posted by any user. Particle does not approve or endorse, or make any representations or warranties with respect to any user’s Content. Your use of all Content and interactions with other users is at your own risk. You are solely responsible for your interactions with other users of the Services and any other third parties with whom you interact through the Services.
    • Ratings and Reviews. The Services may allow users to post reviews, ratings and comments about the Products from time to time (collectively, “Reviews”). You are solely responsible for any content, opinion, statement, recommendation or advance contained in your Review. You may be directed to a Third Party Service (as defined in Section 6.1) to post or create Reviews. Reviews posted on the Service are Content that is not endorsed by Particle and do not represent the views of Particle. You acknowledge that any opinions, statement, recommendation, ratings, offers, advice or other information presented or disseminated in any Review are those of their respective authors who are solely responsible and liable for their content. Particle shall have the right, but not the obligation to monitor or review any Reviews at any time. Particle reserves the right to, in its sole discretion, refuse to post or remove any material submitted or posted in any Review. Notwithstanding the foregoing, you acknowledge that Particle is under no obligation to edit or modify any information available in any Reviews or decide any dispute or disagreement between the posters and shall have no liability to you for any content posted in a Review. Particle does not assume liability for Reviews or for any claims for economic loss resulting from such ratings and reviews. Particle may offer incentive to certain users in exchange for their Reviews. You acknowledge that Particle may determine whether to offer such incentives at any time and is not required to offer the same incentives across users. Incentives and coupons offered by Particle may be subject to additional terms and conditions.

 

  1. LICENSE GRANT AND OWNERSHIP.
    • Particle Grant of License. Subject to your compliance with the Agreement, Particle grants to you a limited, revocable, royalty-free, worldwide, non-exclusive, non-transferable license to use and access the Services, for your individual, non-commercial use. This license  does  not  include  any  right  to  resell  or collect and use any product listings, descriptions, or prices contained on the Services; any derivative use of the  Services or Content;  any  downloading  or  copying  of  account  information  for  the  benefit  of another party; or any use of data mining, robots, or similar data gathering and extraction tools. Any unauthorized use automatically terminates the permissions  and/or  licenses  granted  by  us  to  Some features may not be available on all devices. Further, the Particle  name, logo, and trademarks, stylizations, graphics, service marks and tradenames use on or with the Services (“Particle Marks”) are the trademarks of Particle  and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You may not use Particle’s name or any language, pictures or symbols that could, in Particle’s judgment, imply Particle’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
    • Your Grant of License. You hereby grant to Particle a worldwide, non-exclusive, royalty-free, transferable, sublicensable, irrevocable, perpetual right (including any moral rights) and license to use, reproduce, perform, display, distribute, store, adapt, translate, modify, process, and create derivative works of all of your Content and Reviews, in whole or in part, and in combination with other user Content and other data or materials for the purposes of (a) providing and operating the Services, performing support, and performing additional maintenance and services related to the Services; and (b) to improve the Services or create new Products and features. Without limiting the foregoing, you acknowledge that your Content may be used by Particle or third-party providers of artificial intelligence or deep learning platforms, algorithms, tools and/or models, to train, develop, enhance, evolve, and improve the Services and the underlying artificial intelligence models, algorithms and related technology, products, and Services (including for labeling, classification, content moderation, and model training purposes), as well as for marketing and promotional purposes.
    • You hereby grant Particle a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the Services, without restriction, any and all suggestions, Reviews, surveys responses, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to any of the Services (“Feedback”).
    • Usage Data. As between Particle and you, all data analytics, technical logs, learnings, and data generated from your use of the Services (“Usage Data”) is the sole and exclusive property of Particle. Particle will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you; and (b) aggregated with data across other users.
    • Ownership. Except for the limited license granted to Particle under Section 4.2 (Your Grant of License), you solely own and retain all rights, title and interest in your Content. Except for the limited license granted to you pursuant to Section 4.1 (Particle Grant of License), Particle solely owns and retains all right, title and interest in and to the Services, Reviews, Usage Data, Feedback, and Particle Marks, including all of the software comprising any portion thereof and all related services, specifications, documentation, technical information, corrections, modifications, derivatives, additions, improvements and enhancements to and all intellectual property rights in the foregoing. All techniques, know-how, software, formulas, algorithms and methods or rights thereto owned by Particle at the time this Agreement is executed, developed during the course of the design, development, and provision of the Services, or which are employed by Particle in connection with the Services, shall be and remain the property of Particle.

 

  1. ACCEPTABLE USE AND MONITORING.
    • Compliance with Laws and Regulations. You are responsible for complying with all applicable laws, rules, and regulations in all of your actions related to your use of the Services and Products, regardless of the purpose of the use.
    • Conduct and Restrictions. You will not, and will not permit or enable any other third party to:
      • sell, resell, lease, lend, distribute, provide access to, sublicense, or otherwise make available the Services or Products, in whole or in part, to a third party;
      • in any way alter, change, modify, adapt, translate or make derivative works of the Services or Products;
      • decompile, disassemble, or reverse engineer the Services or any elements of the Services, or otherwise derive formulas, source or object code or non-public information from the Services or any elements thereof;
      • transmit any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data or personal information;
      • conduct security or vulnerability tests of the Services, interfere with its operation, or circumvent its access restrictions;
      • use the Services or Products to develop a product that competes with the Services or Products or use the Services or Products to provide, or incorporate the Services or Products into, any substantially similar service for the benefit of a third party;
      • do any “mirroring” or “framing” of any part of the Services, or create Internet links to the Services that include log-in information, usernames, passwords, and/or secure cookies;
      • sublicense or operate the Services for timesharing, rental, outsourcing, or service bureau operations, or to train persons;
      • remove or obscure any proprietary or other notices contained in the Services or Products;
      • use the Services in violation of any Particle agreement or policy; or
      • use or otherwise permit or allow any Products purchased by you or on your behalf to be used for any unlawful purpose or in any manner that violates applicable Federal, state, or local laws, rules, regulations, or ordinances of any kind, each as may be amended from time to time;
      • access or use the Products for purposes of competitive analysis of the Products, or any portion thereof, the development, provision, or use of a service or product competitive to those provided by Particle or any other purpose that is to Seller’s detriment or commercial disadvantage;
      • access or use the Products in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Products could lead to personal injury or severe physical or property damage.

 

  1. THIRD-PARTY SERVICES.
    • Third-Party Websites, Applications and Ads. The Services may use and/or contain links to third-party websites, mobile apps, software, products, services, and advertisements for third parties, including connections with and to the Payment Processor and Rewards Provider (collectively, the “Third-Party Services”). Particle has no control over these Third-Party Services or their content and does not assume responsibility or liability for any content, opinions, or material available on them. Third-Party Services may include websites operated by third parties that Particle engages to provide certain services to you on Particle’s behalf. The Services may also contain data or other materials that are made available by third parties, or content that is based on such third-party data or other materials.
    • Particle does not own the Third-Party Services or the Content, opinions, and materials contained therein. Particle expressly disclaims, and does not assume, any responsibility or liability for any Third-Party Services, or any Content, opinions, or material available on Third-Party Services, or such Third-Party Services’ privacy practices with respect to information that you provide via the Third-Party Services. Particle does not endorse the content of any Third-Party Services or represent or warrant that a Third-Party Service is or will be free of computer viruses or other harmful code that can impact your computer or other web-access device. We encourage you to review any Third-Party Service’s terms of use and privacy policy as those apply to your use of the Third-Party Service and any information that they collect.
  2. SHIPPING.
    • Shipping. Particle reserves the right to decline your order for any reason and in our sole discretion, even after a purchase for Products has been made. If we cancel an order after you have already been billed, then we will refund the billed amount subject to and in accordance with these Terms. We are unable to cancel or edit orders at your request once placed. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment. Product orders will take a minimum of one (1) business day to process and are shipped Monday through Friday, excluding major holidays. Product orders placed by User for shipment to the United States after 2 P.M. EST will not begin to be processed until the following day. Product orders placed by a User to be shipped outside of the United States after 10 A.M. EST will not begin to be processed until the following day. Products will be delivered to you within a reasonable period of time after successful payment has been made to Particle, subject to the availability of finished goods and products which are ready for shipment. The shipping time frames set forth in Section 7.1 are an estimate only. For the most up-to-date delivery information, once your order has been shipped, please refer to the tracking information in your email confirmation. Particle will use commercially reasonable efforts to deliver the Products in accordance with the following schedule:
      • For Products ordered to the United States: 3-4 business days
      • For Products ordered to Israel: 2-3 business days
      • All other international orders: 5-8 business days
    • Shipping Costs. Products shipped to the following countries shall be shipped free of charge: United States of America, Canada, United Kingdom, Australia, Mexico, Germany, Japan, France, Brazil, Israel, Italy, Spain. All other countries are subject to a $9 USD shipping fee, as may be updated from time to time by Particle. User acknowledges that orders may be subject to additional import fees or tariffs owed by the Customer. Particle is not responsible for any import fees, levies, taxes, or tariffs imposed on the Products.
    • Delivery. Particle shall deliver any Products sold hereunder FOB shipping point at a warehouse or other storage facility owned, operated, maintained or otherwise utilized by Particle (“Particle Warehouse”) using Particle’s standard methods for packaging and shipping. Particle will ship the Products through the use of a third party common carrier of its choosing (“Common Carrier”). Title and risk of loss passes to you upon Particle’s delivery of the Products a Common Carrier at the Particle’s Warehouse. Online tracking may be available at the Common Carrier’s website. Particle expressly disclaims any warranty with regard to the terms and features of the Common Carrier’s website. Particle does not guarantee delivery by any specific date or time. Subscription Product orders may be shipped slightly earlier or later than the originally selected cadence, depending on day of week and Product availability. Shipments that are lost or arrive damaged are the liability of the Common Carrier. Particle may, in its sole discretion, assist you in making a claim for a refund with the Common Carrier for issues resulting from Common Carrier’s delivery of the Products. If your shipment is lost or arrives from the Common Carrier damaged, you must keep the box, packing materials and the item(s) inside and contact Particle with a picture, as applicable. PARTICLE SHALL NOT BE LIABLE FOR ANY DELAYS, LOSS OR DAMAGE TO THE PRODUCTS WHICH OCCURS WHILE IN THE POSSESSION OR CONTROL OF A COMMON CARRIER OR ANYONE OTHER THAN PARTICLE, OR FOR DELAYS CAUSED BY YOUR FAILURE TO MAKE PROPER PAYMENT, AND PROVIDE CORRECT SHIPPING AND DELIVERY INFORMATION AND OTHER INFORMATION WHICH WE MAY REASONABLY REQUIRE AS A PRE-CONDITION TO OUR DELIVERY OF THE PRODUCTS.
  3. RETURN AND REFUNDS.
    • Under certain circumstances, Particle offer a 30-Day Money Back Guarantee (“Money-Back Guarantee”). The Money-Back Guarantee is exclusively available to those who have purchased a Product or Service for the first time. Customer’s who have previously purchased a Product or Service will not be eligible to receive the Money Back Guarantee on such Product or Service. Repeat purchasers of a Product or Service attempting to repurchase by using altered or falsified account details including, but not limited to, name, billing address, shipping address, email, or phone number are ineligible to receive the Money Back Guarantee. Particle reserves the right to refuse to provide a Money Back Guarantee is in its sole and reasonable discretion.
    • In order for an eligible User to receive a refund pursuant to the Money Back Guarantee, such User must contact Particle’s support team at [email protected] within thirty (30) days of receiving the Product they wish to return. Subject to Particle’s approval of the return, the User must the return the purchased Products, including empty containers, in accordance with directions provided by Particle’s support team, to the return address provided by Particle. Particle will not provide any shipping labels under the Money Back Guarantee and User is solely responsible for any and all costs associated with returning the Products to Particle, including shipping costs.
    • Refunds. Particle will issue a refund of the purchase price of the Product, minus any applicable costs, fees, and shipping (“Refund”), pursuant to the Money Back Guarantee after the Product has been received, processed, and approved at Particle’s warehouse by Particle. Refunds will only be issued to the original payment method used at the time of purchase and subject to the terms and conditions of the Payment Processor. Particle may take up to ten (10) business days to process a Refund and such Refund may take longer to be reflected in User’s account depending on the processes of the User’s financial institution.

 

    • Indemnification. You must indemnify, release and hold harmless Particle, its affiliates, subsidiaries, shareholders, officers, directors, employees, licensors, contractors, agents and representatives, (each, a “Particle Party” and collectively, the “Particle Parties”) against any and all losses, liabilities, damages, penalties, liens, fees (including reasonable attorneys’ fees, disbursements and costs of investigation), costs and expenses (collectively “Losses”) suffered, incurred or sustained by any Particle Parties or to which any Particle Parties become subject, any third party claims resulting from or arising out of or relating to: (a) the your Content; (b) your use of, or inability to use the Services; (c) your violation of any term of this Agreement; (d) your violation of any rights of another party, including the infringement, violation or misappropriation of any intellectual property rights or proprietary rights of a third party; (e) your use or purchase of the Products or breach of the Agreement, (f) any individual’s use or misuse of the Products, including any components associated therewith, or any output created therefrom, including any physical injuries suffered by such individual, (g) any component used together with the Product; (h) any output, product, or service created through the use of the Product; (f) your violation of any applicable laws, rules or regulations; and (g) your willful, grossly negligent, tortious or criminal acts or omissions.
    • Defense. Particle reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Particle in asserting any available defenses. The applicable Particle will provide you with written notice of any claim for which it seeks indemnification under this Section 9. You shall not enter into a settlement of any such claim, lawsuit, action, demand, or other proceeding that does not include a full release of all applicable Particle Parties or involves a remedy other than the payment of money, without the Particle Party’s prior written consent.

 

    • Your Representations and Warranties. You represent and warrant to Particle that (a) your Content does not infringe, violate, or misappropriate the intellectual property rights or proprietary rights of any third party; (b) you have obtained all necessary rights and consents to provide your Content under this Agreement; (c) you hold all applicable licenses and qualifications required by applicable law and will otherwise comply with all applicable law, rules, and regulations; (d) you will comply with all applicable law, rules, and regulations; and (e) you satisfy and will continue to satisfy all eligibility requirements to use the Services, as such requirements may be revised or updated.
    • Disclaimer.
      • EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND PRODUCTS ARE MADE AVAILABLE BY PARTICLE “AS IS” AND WITH ALL FAULTS, ERRORS, BUGS AND DEFECTS. PARTICLE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONDITION, CHARACTER, NATURE, CAPABILITY, PERFORMANCE, SECURITY, AVAILABILITY, SUITABILITY, TITLE, SOURCE OR ANY OTHER CHARACTERISTIC OF THE PRODUCTS OR SERVICES OR ANY PORTION THEREOF. PARTICLE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING: (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (iii) ANY WARRANTY THAT THE SERVICES OR PRODUCTS WILL BE SECURE OR ERROR-FREE, WILL MEET YOUR REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR.
      • ANY CONTENT, INCLUDING USER CONTENT, DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ALL DAMAGE TO YOUR PROPERTY OR ALL OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

 

  1. LIMITATION OF LIABILITY.
    • Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARTICLE BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEY’S FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE GREATER OF (a) THE AMOUNT OF PAYMENTS MADE BY YOU TO PARTICLE DIRECTLY FOR YOUR USE OF THE WEBSITE; OR (b) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS SET FORTH IN THIS ARTICLE 10 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO YOUR OBLIGATION TO PAY FOR FEES DUE UNDER THIS AGREEMENT, IF ANY, OR ANY OTHER AGREEMENT BETWEEN YOU AND PARTICLE.
    • Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARTICLE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
    • No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS, AND OTHER THIRD PARTIES ON THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE PARTICLE PARTIES ARE NOT LIABLE FOR THE CONDUCT OF OTHER USERS OR OTHER THIRD PARTIES, INCLUDING OPERATORS OF THIRD-PARTY SERVICES. YOU UNDERSTAND THAT PARTICLE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF OTHER USERS OR THIRD PARTIES. PARTICLE MAKES NO WARRANTY THAT THE SERVICES OR PRODUCTS PROVIDED BY OTHER USERS AND THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PARTICLE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY PRODUCT OR CONTENT OBTAINED THROUGH THE SERVICES.

 

    • Confidential Information. “Confidential Information” means all information disclosed by Particle or made available to you through the use of or access to the Services and Products, whether tangible or intangible and in whatever form or medium provided.
    • Non-Disclosure. Particle may disclose or make available Confidential Information to you whether or not pursuant to this Agreement or through the Services. You must: (a) hold in confidence and safeguard the Confidential Information of Particle from unauthorized use, access, disclosure or processing using no less than a commercially reasonable degree of care at least as strict as the level of care used by you to protect your own confidential information; (b) not use or exploit the Confidential Information in any way except for the purposes of using the Services; and (c) not disclose or make available such Confidential Information (in whole or in part) to any person or entity other than to its representatives who: (i) need access to such Confidential Information pursuant to their provision of services to you or as part of their employment by you; and (ii) are bound by obligations with respect to Confidential Information consistent with, and no less protective than this Agreement. You are responsible for any and all breaches of the Agreement caused by its representatives, employees, or other third parties who gain access to Confidential Information through you. You must promptly report to Particle any actual or suspected violation of the Agreement and take all reasonable further steps to prevent, control or remedy any such violation.
    • Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your breach of the Agreement; (b) is obtained by you on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) you establish, by documentary evidence, was or is independently developed by you without using any Confidential Information of Particle.
    • Injunctive Relief. Particle may seek injunctive or other equitable relief for an actual or threatened breach of this Section 12.
    • Personal Information, as defined in Seller’s privacy policy (“Privacy Policy”), provided to Seller under the Agreement is subject to Seller’s then-current Privacy Policy , which may be updated from time to time in accordance with its terms. Seller may collect, process, use, store, and otherwise access Buyer’s information, including Personal Information of Buyer and its employees, in accordance with the terms of Seller’s Privacy Policy. By entering into this Agreement, Buyer agrees to be bound by the terms of the Privacy Policy. Except as otherwise permitted under the Agreement or the Privacy Policy, Seller will not share or sell Personal Information with any third party for purposes of marketing or advertising.

 

  1. PRIVACY AND SECURITY.
    • Particle’s use of and rights with respect to your information is governed by our Privacy Policy. You hereby acknowledge, agree to, and consent to the rights of Particle with respect to the collection, use, and sharing of your information set forth in our Privacy Policy. Without limiting any of our rights under this section, if you sign up for our email list: (a) you agree that we may communicate with you from time to time regarding our Website and Services and regarding the third parties we work with; and (b) you agree that we may communicate with you from time to time, including for purposes of informing you of changes to our Website and Services or this Agreement.
    • Security. We take reasonable and appropriate steps to protect the security and integrity of our systems and the data we collect. However, you acknowledge and agree that: (a) no method of transmission over the Internet or method of electronic storage or transmission is 100% secure; and (b) we make no guarantee regarding the security of our systems or the data we collect.

 

  1. ARBITRATION AGREEMENT.
    • Applicability of Arbitration Agreement. Subject to the terms of this Agreement, you and Particle agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and Particle may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Particle may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
    • Informal Dispute Resolution.
      • There might be instances when a Dispute arises between you and Particle. If that occurs, Particle is committed to working with you to reach a reasonable resolution. You and Particle agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Particle therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
      • The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within sixty (60) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Particle that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at 1397 2nd Ave #133, New York, NY 10021. The Notice must include: (i) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (ii) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (iii) a description of your Dispute.
      • The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. If you are represented by counsel, your counsel may participate in the Informal Dispute Resolution Conference as well, but you agree to fully participate in the conference personally. Likewise, if we are represented by counsel, our counsel may participate in the Information Dispute Resolution Conference as well, but we agree to have a company representative fully participate in the conference. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. Failure to complete the Information Dispute Resolution process is grounds for dismissal of any arbitration proceeding. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
    • Waiver of Jury Trial. YOU AND PARTICLE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Particle are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    • Waiver of Class and Other Non-Individualized Relief. YOU AND PARTICLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.
    • Injunctive Relief. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Particle agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Particle from participating in a class-wide settlement of claims.
    • Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Particle agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration shall be administered pursuant to the most recent version of the American Arbitration Association (“AAA”) Consumer Arbitration Rules and Mass Arbitration Supplementary Rules (the “AAA Rules”) then in effect, with the exclusion of any associated fee schedules and as modified by this section of this Arbitration Agreement. The selection of the AAA Rules is meant to govern procedural issues only, and such selection does not mean that AAA will administer the arbitration or appoint the arbitrator. You can obtain the AAA Rules from the AAA by vising its website (adr.org).
    • Arbitrator Selection. The Parties will meet and confer in good faith to select an arbitrator or arbitration provider. If, after 60 days of good faith meet and confer efforts, the Parties are unable to agree on an arbitrator or arbitration provider, either Party may petition the state or federal courts located in the state of Delaware to appoint an arbitrator or arbitration provider meeting the requirements herein from the arbitrators or arbitration providers proposed by the parties. If there is a conflict between this Arbitration Agreement and the AAA Rules, this Arbitration Agreement shall govern. The Parties may mutually agree that the arbitration be conducted via electronic or telephonic means, including via the submission of documents only through a desk arbitration as described in the AAA Rules.
    • Request. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (a) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
    • Confidentiality. You and Particle agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
    • Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware.
    • Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 14.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 14.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (c) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
    • Attorneys’ Fees and Costs. If the arbitrator finds that the costs and fees of an arbitration you initiate will be prohibitive for you as compared to the costs of litigation, we will pay as much of your filling, arbitrator, and hearing fees in the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive, regardless of the outcome of the arbitration. However, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Particle need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
    • 30-Day Right to Opt-Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 1397 2nd #133, New York, NY 10021 or [email protected] within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
    • Invalidity, Expiration. Except as provided in Section 14.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Particle as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
    • Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Particle makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to 1397 2nd #133, New York, NY 10021 your continued use of the Services, including the acceptance of products and Services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Particle will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

 

  1. CANCELLATION, TERMINATION AND SUSPENSION.
    • Your Termination. You may cancel your Account by following the steps set forth within your account or sending us an email at [email protected]. Cancellation of your Account terminates this Agreement in the accordance with the terms set forth in this Section 15.
    • Suspension by Particle. In addition to the rights set out elsewhere in this Agreement, Particle may suspend or terminate your access to your Account or any of the Services with or without notice, in the event that (a) you provide any information that is untrue, inaccurate, incomplete or not current, or Particle has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current; (b) you breach the terms of this Agreement; (c) Particle reasonably believes such action is necessary to protect the security or integrity of any of the Services or any data therein, or (d) your use of or access to the Services risks material harm to the Services, other users, or others or violation of law.
    • Modification, Suspension or Discontinuance of Services. We reserve the right to change, suspend, or discontinue any of the Services for you, any or all users, at any time, for any reason, including those laid out in our policies under the Agreement. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.
    • Termination by Particle. Particle may terminate this Agreement at any time, without cause.
    • Effect of Termination. Upon cancellation of your Account or other termination of the Agreement, Schneider may, in its sole discretion, either (a) terminate your Account immediately and cancel any outstanding orders associated with your terminated Account, or (b) terminate your right to place or fulfill new orders immediately, but permit the fulfillment of any outstanding orders placed prior to the termination of the Account and following completion of such outstanding orders, your Account will terminate. Any orders and Accounts that remain active pursuant to Section 15.5(b) shall remain such to the terms of this Agreement and any applicable supplemental terms until termination of the Account and completion of the orders. If we suspend your Account or access to the Services, we may also bar your further use or access to the Services or purchases of Products therein. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
    • All provisions of this Agreement that by their nature should survive termination will survive termination — including: license rights, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

 

    • No waiver by Particle of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Particle. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    • Force Majeure. Particle shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Particle’s reasonable ability to control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) governmental orders, laws, or actions, including without limitation, those affecting public health in the event of a pandemic, pestilence or other public health emergency of any kind; (v) delays in delivery resulting from seizures or holds placed on any Products sold hereunder by U.S. customs, DEA or any other governmental officials of any kind, whether in the U.S. or of those countries to which any such Products are shipped; (vi) transportation difficulties, embargoes or blockades of any kind, whether in effect on or after the date of this Agreement; (vii) national or regional emergency; (viii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (ix) black-outs, brown-outs, shortages, failures and/or disruptions of electrical or other utilities of any kind, or the means and infrastructure used to deliver them to Particle; and (x) other events or occurrences of any kind beyond Particle’s ability to reasonable control. Upon the occurrence of a Force Majeure Event which prevents Particle from performing any of its obligations hereunder, it shall promptly give notice to you stating the period of time that the event is expected to continue to prevent Particle from doing so. Particle shall use commercially reasonable, diligent efforts to perform its obligations hereunder notwithstanding the occurrence of the Force Majeure Event(s), and to minimize any disruption caused by the Force Majeure Event(s), and to resume the performance of its obligations as soon as reasonably practicable as the effects of the Force Majeure Event(s) diminish over time, or otherwise cease to prevent it from performing its obligations hereunder. In the event that Particle’s failure or delay remains uncured for a period of twelve (12) months following written notice given hereunder, the you may terminate this Agreement and upon written notice to Particle.
    • Questions related to these Terms can be sent to us at [email protected].
    • You shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Particle, which may be withheld or denied by Seller in its sole and absolute discretion. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under the Agreement.
    • Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    • No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    • Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    • Modifications to the Agreement. From time to time, Particle may change the Agreement in its sole discretion. Seller will communicate these changes by posting the updated Agreement on Particle’s website or by providing electronic notice to you. The date that the Agreement was last revised is identified at the top of the page. You are responsible for ensuring periodic review of the Agreement to check for any changes. The continued use of the Services or purchase of Products will constitute acceptance of, and agreement to, the revised Agreement.
    • Section Headings and Titles. Throughout this Agreement, each section includes titles and headings. These section titles and headings are not legally binding.
    • Export Control. You may not use, export, import, or transfer the Services or Products except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services or Products, and any other applicable laws. In particular, but without limitation, the Marketplace Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Particle are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Particle products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
    • Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.