Terms and Conditions
The following terms apply if you live in the United States.
If you live outside the United States you are agreeing to the Terms and Conditions found here.
These Terms and Conditions were last updated on 18th June 2018.
Welcome to Mrs Wordsmith, where, through our products and services, we aim to illustrate the 10,000 words that matter for academic success so that children fall in love with learning.
If you live in the United States or are acting on behalf of an organization with its principal place of operation in the United States, these Terms and Conditions (“Terms”) apply when you use, access, or create an account on our website, www.mrswordsmith.com (“Site”) and are the terms and conditions on which we supply products to you, whether these are goods, services, or digital content through our Site. If you live outside the United States or are acting on behalf of an organization with its principal place of operation located outside the United States, a separate set of Terms and Conditions applies.
Except for certain kinds of disputes, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.
Please read these Terms carefully before using our Site and before submitting your order to us. These Terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem, and other important information.
Our Site is operated by Mrs Wordsmith Inc. (“we”, “us”, or “our”).
We will try to keep everything in these Terms as straightforward as possible, but if there is anything that concerns you or you do not understand, please get in touch with us by emailing firstname.lastname@example.org or writing to us at Exmouth House EX100, 3-11 Pine Street, London EC1R 0JH, United Kingdom.
If we have to contact you we will do so by writing to you at the email address or postal address you provided to us in your order or account details.
We may update, modify, or replace any part of these Terms on a going-forward basis at any time. It is your responsibility to check this page periodically for changes. If any modification is unacceptable to you, you shall cease using the Site. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
1. ACCESSING AND USING OUR SITE
1.1 Our Site is intended for use by you in your personal capacity, or as a member of staff at a school, children’s nursery, playgroup or academic institution only (“Permitted Organisation”), and may not be used in connection with any commercial endeavours. Commercial organisations, companies, and/or businesses may not create an account and should not use our Site for any purpose, unless otherwise expressly permitted by us.
1.2 If you use the Site on behalf of a Permitted Organisation, including to order our products, you confirm that you are authorized to enter into these Terms on behalf of that Permitted Organisation and, in that case, you agree that the terms “you” and “your,” as used throughout these Terms, apply to both you and the Permitted Organisation.
1.3 You must be over the age of 18 (or the legal age of majority as required in your state of residence) (“Eligible”) to use, access, create an account on or purchase products from our Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are Eligible; (b) you have not previously been suspended or removed from use of our Site; and (c) your registration and your use of our Site is in compliance with any and all applicable laws and regulations.
2. CREATING AN ACCOUNT
2.1 You may need to create an online account with us to access or use some parts of our Site.
2.2 If you create an account, we will obtain certain personal information about you (such as your name, email address and other information you provide or have made publicly available).
2.3 When you create an account with us, you agree to provide accurate, current and complete information about yourself. You agree not to misrepresent any information relating to yourself or your identity. By providing us with your email address, phone number, or other contact information, you agree to receive communications from us electronically, including by SMS, to that email address, telephone number, or other contact method. You agree that we and those acting on our behalf may send you text (SMS) messages at the mobile phone number you provide to us. Message and data rates apply. You may opt-out of receiving text messages at any time by replying STOP to any text you receive, or by sending an email to the Mrs. Wordsmith customer service address indicating that you no longer wish to receive texts, along with the phone number of the mobile device receiving the messages. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request. If you change or deactivate the phone number you provided to us, then you must update your information with us promptly in order to help prevent us from inadvertently communicating with anyone who acquires your old number.
2.4 You are responsible for safeguarding your account and are responsible for activities that occur under your account. You must notify us immediately at email@example.com if your password is lost, stolen, or disclosed to an unauthorised third party, or if your account has otherwise been compromised.
3. YOUR ORDER WITH US
3.1 To place an order on our Site, you may use the guest checkout or be signed in to your account.
3.2 Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.3 We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 If we are unable to accept your order, or if we have accepted your order ut then determine we are unable to fulfil it, we will inform you by email. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the amounts due in connection with your purchase, or description of the product, or because we are unable to meet a delivery deadline you have specified. In this case we will either not charge you for the product, or, as to accepted offers, will contact you in connection with reimbursing you for amounts you have paid.
4. PRODUCT ORDERS AND SUBSCRIPTIONS
4.1 The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colors accurately, we cannot guarantee that your device’s display of the colors accurately reflects the color of the products. Your product may therefore vary slightly from those images.
4.2 We may offer our products for order as standalone purchases or as part of a subscription. We currently offer two types of subscriptions: a “Subscription Pay Monthly” that is shipped and billed on a monthly basis for the subscription term, and an “Subscription Pay Upfront” that is paid upfront but shipped on a monthly basis. To avoid doubt, these Terms do not create any obligation for us to offer our products on a subscription basis.
4.3 Subscription Pay Monthly: By purchasing a Subscription Pay Monthly, you acknowledge that your subscription has an initial and monthly recurring payment feature for the subscription term you selected (e.g., 3 months, 6 months, or 12 months). We reserve the right to change the subscription periods we offer, if any, at any time. You accept responsibility for all monthly recurring charges for the entire subscription term purchased and authorize us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you first purchase your Subscription Pay Monthly. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next month. The subscription will continue until the end of the applicable subscription term unless and until you cancel your subscription or we terminate it. We will bill the monthly Subscription Fee to the payment method you provide to us during checkout of your Subscription Pay Monthly order (or to a different payment method if you change your payment information). You may cancel your Subscription Pay Monthly by contacting us at firstname.lastname@example.org or by submitting a request through the contact form on our website.
4.4 Subscription Pay Upfront: By purchasing a Subscription Pay Upfront, you will be charged for the entire product order at the time of purchase, but delivery of the product will take place monthly over the subscription term selected (e.g., 3 months, 6 months, or 12 months).
5. YOUR RIGHTS TO MAKE CHANGES
5.1 If you wish to make a change to the product you have ordered please contact us using the information set forth above in the preamble. We will let you know if the change is possible. If it is possible we will let you know about any changes to the amounts due in connection with your purchase, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract. Please see clause 8 for more information on your right to end the contract.
6. OUR RIGHTS TO MAKE CHANGES
6.1 We may change our Site and the products available through our Site for any reason, including to comply with changes in relevant laws and regulatory requirements. We may also change the Site or products to implement minor technical adjustments and improvements.
7.1 The costs of delivery will be displayed to you on our Site during the checkout process, and may include import duties and taxes (including VAT or sales tax) levied once a delivery reaches the United States. Any such additional charges as well as costs for customs or clearance must be borne by you as the importer of the goods. We recommend that you contact your local customs office for further information.
7.2 Where your order is for goods, we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order, unless we contact you with an estimated alternative delivery date.
7.3 Where your order is for a subscription, we will supply the goods to you until the subscription expires (if applicable), or you end the contract as described in clause 8, or we end the contract by written notice to you as described in clause 10.
7.4 If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.5 If after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10 will apply.
7.6 You are responsible for the products you order once we deliver the products to the address you provided us.
7.7 You will own the products you order once we have received payment in full and the products have been received by you.
7.8 We may have to suspend the supply of a product to deal with technical problems or make minor technical changes; update the product to reflect changes in relevant laws and regulatory requirements; make changes to the product as requested by you or notified by us to you; or for any reason in our sole discretion (see clause 6).
7.9 If you have purchased a subscription for products through the Site that has not yet been fulfilled, we will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the availability of the product for longer than 30 days, we will adjust the amounts due in connection with your purchase so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it (in each case for a period of more than 30 days), and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7.10 If you do not pay us for the products when payment is due (see clause 13.4) and you still do not make payment within 7 days we remind you that payment is due, we may cancel your order, subscription, if any, and contract with us. We will attempt to process payment multiple times prior to terminating your order, subscription, if any, and contract with us. We also may suspend or terminate access to the Site in certain cases for accounts for which any amount is due but unpaid. In addition to the amount due for any products, a delinquent account may be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
8. YOUR RIGHTS TO END THE CONTRACT
8.1 Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract.
8.2 If what you have bought is faulty or described incorrectly, you may have a legal right to end the contract (or to get the product repaired or replaced). Please see clause 9.
8.3 If you are ending a contract for a reason set out below, the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:
8.3.1 we have told you about an upcoming change to the product or these Terms which you do not agree to;
8.3.2 we have told you about an error in the amounts due in connection with your purchase or description of the product you have ordered and you do not wish to proceed;
8.3.3 there is a risk that supply of the products may be significantly delayed because of events outside our control;
8.3.4 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 30 days;
8.3.5 you may have a legal right to end the contract because of something we have done wrong (for example, because we have delivered the product late);
8.3.6 if you have bought goods from us, you have 14 days after the day you receive the goods to change your mind;
8.3.7 if goods you have bought in a single order (not including subscriptions – see clause 8.3.8 below) are split into several deliveries over different days by us, you have until 14 days after the day you receive the last delivery to change your mind (this does not include goods received as part of subscriptions, which are addressed in clause 8.3.8 below);
8.3.8 for Subscription Pay Monthly or Subscription Pay Upfront orders, you have 14 days after the day you receive the first delivery of the goods to change your mind.
8.4 You do not have the right to change your mind in respect of digital products after you have started to download or stream these or services we may provide, once these have been completed, even if the cancellation period is still running.
8.5 You may also cancel your Subscription Pay Monthly immediately on notice to us as set forth in clause 4.3, and terminate your contract with us under these Terms by deleting your account and ceasing your use of the Site.
9. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
9.1 To exercise your right to cancel, you must inform us of your decision to cancel the contract by a clear statement (e.g. a letter sent by post or e-mail). You may use our customer support contact form. Please provide your name, home address, details of the order and, where available, your phone number and email address.
9.2 If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us in the same condition they were delivered to receive a refund. You must post them back to us at Mrs Wordsmith Ltd, Exmouth House EX100, 3-11 Pine Street, London EC1R 0JH, United Kingdom. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
9.3 We will pay the costs of return if the products are faulty or described incorrectly, or if you are ending the contract because of a change to the product or these Terms, an error in pricing or description, a delay in delivery due to events outside our control, or because you have a legal right to do so as a result of something we have done wrong.
9.4 In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
9.5 We will refund you the amounts paid in connection with the products including delivery costs, by the method you used for payment. However, we may make deductions from those amounts, as described below.
9.6 If you are exercising your right to change your mind:
9.6.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
9.6.2 Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
9.7 We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
9.7.1 If the products are goods, your refund will be made within 14 days from the day on which we receive the product back from you; and
9.7.2 In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
10. OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract for a product at any time by writing to you if:
10.1.1 you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
10.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or
10.1.3 you do not, within a reasonable time, allow us to deliver the products to you.
10.2 If we end the contract in the situations set out in clause 10.1 above, we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you a fee as compensation for the net costs we will incur as a result of your breaking the contract.
10.3 We may write to you to let you know that we are going to stop providing the product. We will let you know in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
11. EFFECTS OF TERMINATION
11.1 Upon termination of these Terms: (a) your licence rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorised to access your account or the Site; (c) you must pay us any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and clauses 11, 14, 16, 18.1, 20, 19, and 22 will survive.
12. IF THERE IS A PROBLEM WITH THE PRODUCT
12.1 If you have any questions or complaints about the product, please contact us. You can write to us at email@example.com or Mrs Wordsmith Inc, Exmouth House EX100, 3-11 Pine Street, London EC1R 0JH, United Kingdom.
12.2 We are under a legal duty to supply products that are in conformity with this contract.
12.3 If you wish to exercise your legal rights to reject products you must post them back to us. We will pay the costs of postage. Please contact us at firstname.lastname@example.org to obtain a return label.
13. PRICES, TAXES, AND PAYMENT
13.1 The price of the product will be the price indicated on the order pages when you placed your order. We use our best efforts to ensure that the price of the product advised to you is correct.
13.2 Prices do not include sales tax, or other applicable taxes, duties, fees, or the like (e.g., import duties) (“Taxes”). Mrs Wordsmith will collect sales tax in states where we have a physical presence (or nexus) and may collect other Taxes as well. Despite this, you are solely responsible for complying with all applicable tax laws and regulations related to your use of the Site and purchase of products, including payment of applicable Taxes.
13.3 It is possible that, despite our best efforts, some of the products we sell may be incorrectly priced, or, if we collect Taxes, the amount of those taxes may be incorrect. We will normally check these amounts before accepting your order so that, where the amounts due in connection with your purchase at your order date are less than the stated amounts due at your order date, we will charge the lower amounts. If the amounts due in connection with your purchase at your order date are higher than the amounts stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where an error is obvious, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
13.4 We accept payment by credit and debit cards as stated on our Site. You agree to pay the costs of the products and Subscription products as set out on our Site and accordingly authorise us or our third party payment processors to charge your payment provider for these products. Alternatively, we may also offer the option for you to elect to receive an invoice for the products or Subscription products you order. In this case, if you elect to receive an invoice, we will not be deemed to have accepted your order for the products or Subscription products set forth on that invoice until we receive payment on that invoice. Despite anything to the contrary, no terms of any documents or forms submitted in connection with that payment (e.g., a purchase order) will be effective to alter (i.e., supersede, remove, add to, or otherwise modify) these Terms.
14. LIMITATION OF LIABILITY
14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COMPANY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO US FOR ACCESS TO AND USE OF THE SITE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
14.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS CLAUSE 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. HOW WE MAY USE YOUR PERSONAL INFORMATION
15.1.1 to supply the products to you;
15.1.2 to process your payment for the products; and
15.1.3 if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
16. DISCLAIMER OF WARRANTIES
16.1 THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
16.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR THE COMPANY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE COMPANY ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE AND YOUR DEALING WITH ANY OTHER SITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.
16.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS CLAUSE APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. We do not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.
17. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF WEBSITES WE LINK TO
17.1 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
17.2 We have no control over the contents of those sites or resources, and, to the fullest extent permitted by law, we are not responsible for any third party service or the content therein.
18. INTELLECTUAL PROPERTY RIGHTS
18.1 The Site is owned and operated by Mrs Wordsmith Limited. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by us are protected by intellectual property and other laws. All Materials included in the Site are the property of us or our third party licensors. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in these Terms.
18.2 Subject to your complete and ongoing compliance with these Terms, we grant you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Site.
19. OTHER IMPORTANT TERMS
19.2 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
19.3 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
19.4 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
19.5 Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
19.6 In the event that any provision of these Terms is deemed to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of the other remaining provisions.
19.7 These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and we submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for resolution of any lawsuit or court proceeding permitted under these Terms.
19.8 If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Service.
19.9 We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.
20.1 To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Mrs Wordsmith Inc and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Company Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
21. DISPUTE RESOLUTION AND ARBITRATION
21.1 Generally. In the interest of resolving disputes between you and us in the most expedient and cost effective manner, and except as described in clause 21.2 you and we agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
21.2 Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
21.3 Arbitrator. Any arbitration between you and us will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
21.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Our address for Notice is: Mrs Wordsmith Inc, Exmouth House EX100, 3-11 Pine Street, London EC1R 0JH, United Kingdom, with copy to #611, 333 Washington Boulevard, Marina del Rey, CA, 90292-5136. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or we may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by us in settlement of the dispute prior to the award, we will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
21.5 Fees. If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
21.6 No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
21.7 Modifications to this Arbitration Provision. If we make any future change to this arbitration provision, other than a change to our address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case your account with us will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
21.8 Enforceability. If clause 21.6 is found to be unenforceable or if the entirety of this clause 21 is found to be unenforceable, then the entirety of this clause 21 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in clause 19.7 will govern any action arising out of or related to these Terms.
22. DIGITAL MILLENNIUM COPYRIGHT ACT
22.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Site, you may contact our Designated Agent at the following address:
Mrs Wordsmith Inc.
ATTN: Legal Department (Copyright Notification)
Exmouth House EX100,
3-11 Pine Street,
London EC1R 0JH
With copy to:
Mrs Wordsmith Inc.
ATTN: Legal Department (Copyright Notification)
#611, 333 Washington Boulevard
Marina del Rey, CA 90292-5136
Any notice alleging that materials hosted by or distributed through the Site infringe intellectual property rights must include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of the material that you claim is infringing and where it 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 use of the materials on the Site of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
22.2 Repeat Infringers. Our intellectual property policy is to (i) remove or disable access to material that we believe in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Site; (ii) remove any content posted to the Site by “repeat infringers”; and (iii) promptly terminate the accounts of users who are determined to be “repeat infringers.” We currently consider a “repeat infringer” to be any user for whom we have received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to content submitted by such user. We have discretion, however, to terminate the account of any user after receipt of a single Notification of Claimed Infringement (as defined in Section 22.1 above) or upon our own determination.