Last updated 10/24/2017
The Terms govern your access to and use of our Services, and constitute a legally binding agreement between you and Opal Avenue. BY REGISTERING FOR OR ACCESSING OR USING OUR SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
By accessing or using any of our Services, or by selling or purchasing a Product on or through our Services, you acknowledge and agree that you are indicating that you have read, understand, and agree to be bound by the Terms, whether or not you have registered with our Services. If you accept or agree to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these terms, and in such event, you will refer and apply to that company or other legal entity.
1. Other Documents
Brand Partner Agreement: If you are a Brand Partner providing Products for sale through our Services (“Brand Partner”), this policy applies to you. Opal Avenue currently provides Services to users based in the United States and/or Canada.
Brand Partner; Definition: A company or entity providing Products for sale through our Services which meet our standards, Terms and requirements of the Services.
Retailer Policy: If you are a customer using our Services to browse, source or buy wholesale Products for authorized resale (“Retailer”), this policy applies to you. You can read it here. Opal Avenue currently provides Services to users based in the United States and/or Canada.
Retailer; Definition: A customer, company or entity using our Services to browse, source or buy wholesale Products for authorized resale which meets our Terms and requirements of the Services.
3. Registration Requirements; Age Limitation
By requesting to use, registering to use and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into these Terms and you commit to abide by all of the Terms and conditions hereof.
You must be 18 or older to use our Services. Our services are intended solely for persons who are 18 or older. Any access to or use of our Services by anyone under 18 is expressly prohibited. By accessing or using our Services you represent and warrant that you are 18 or older.
You hereby authorize us to verify your representations and warranties herein, and you acknowledge that we reserve the right, but not the obligation, to verify such representations and warranties, and to take action we deem appropriate in our sole discretion, including but not limited to terminating your right to use our Services, should we determine, in our sole opinion, that you have violated any representation or warranty or any other provision of these Terms.
4. Account Registration.
You will need to create an account (“Account”) with Opal Avenue to use some of our Services.
A. You agree to provide accurate and complete information about yourself during the registration process and to update such information to keep it accurate and complete. Opal Avenue reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate or incomplete. Impersonating another person or company and using false information through your Account is strictly prohibited.
B. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Opal Avenue of any unauthorized use of your Account. If you register as a business entity, then you personally guarantee that you have the authority to agree to the Terms on behalf of the business. Your Account is not transferable.
C. These Terms do not create any agency, partnership, joint venture, employment or franchisee relationship between you and Opal Avenue.
5. Your Content
A. Opal Avenue may, in its sole discretion, designate areas of the Services in which users can post, upload, publish or submit text, graphics, audio, video, images of Products, listing photos, listing descriptions, reviews, comments, or other content on or to Opal Avenue (individually or collectively, Your Content). Opal Avenue does not claim any ownership rights in Your Content. By making available Your Content on or through the Services, (i) you grant Opal Avenue a worldwide, non-exclusive, royalty-free, commission-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content for the purpose of providing the Services and promoting Opal Avenue or the Services in general, in any formats and through any channels, including across any of the Services or third-party website or advertising medium, and (ii) you grant directly to other users the right and license to view Your Content on or through the Services in connection with such user’s authorized use of the Services.
B. You represent and warrant that you are the sole and exclusive owner of Your Content that you make available on the Services or that you have all necessary rights to Your Content and that neither Your Content nor any use of any of Your Content as permitted under these Terms will infringe, misappropriate, or violate any third party’s rights, patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
C. You agree that you will not post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that is abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or in violation of any part of our Terms. You also agree not to post, upload, publish, submit or transmit any content or use the Services in a way that is is fraudulent, false, misleading or deceptive.
6. Opal Avenue Content
Opal Avenue may also make available through the Services text, graphics, audio, video, and images (collectively, “Opal Avenue Content”). Opal Avenue authorizes you to view, download, and print Opal Avenue Content solely for your personal use in accessing and using the Services, and in connection with exercising the rights granted to users under these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Opal Avenue or its licensors, except for the licenses and rights expressly granted in these terms.
7. Copyright Policy
Opal Avenue respects copyright law and expects its users to do the same. If content that you own or have rights to has been posted to the Services without your permission and you want it removed, please follow the steps outlined in this section below. If Your Content infringes another person’s intellectual property, we will remove it and notify you if we receive proper notice. It is Opal Avenue’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing on the rights of copyright holders.
If you are a copyright owner and believe that your work has been copied in a way that constitutes copyright infringement, or are authorized to act on behalf of a copyright owner or are authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Services by completing the following DMCA Notice of Alleged Infringement and delivering it to our management team. Upon receipt, Opal Avenue will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.
DMCA Notice of Alleged Infringement
(i) Provide your full legal name and your electronic or physical signature; (ii) Provide a description of the copyrighted work that you claim has been infringed upon; (iii) Identify where the material or activity that you claim is infringing is located on the Services, including at minimum, if applicable, the URL of the link shown on the services where the material or activity may be found; (iv) Provide your mailing address, telephone number, and e-mail address; (v) Include a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) Include a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Deliver this notice, with all items completed, to Opal Avenue’s management team by emailing email@example.com.
You understand and agree that Opal Avenue uses commercially reasonable efforts to display the color of Products accurately via the Services. However, because individual computer monitors, mobile phones, tablets, and other mediums and technologies may display colors differently, Opal Avenue is not responsible for the color accuracy of any Products displayed on the Services, and disclaims all liability in this regard.
9. Use of Our Services
Your use of our Services is subject to the Terms and the following restrictions in particular:
A. You agree not to use the Services in a way that is is fraudulent, false, misleading or deceptive.
B. You agree that you will not violate any laws or regulations in connection with your use of the Services. This includes any local, state, federal and international laws and regulations that may apply to you.
C. You agree that you are responsible for paying all fees that you owe to Opal Avenue.
D. You agree that all prices, commissions, fees, and other amounts referred to in these Terms and set forth on the Services are stated in U.S. dollars and do not include any sales, use, value added, goods and services, or similar taxes or withholding taxes or any customs, duties, tariffs, or regulatory fees that may be assessed by any governmental tax authority or that are otherwise payable under applicable law with the respect to the purchase, sale, and licensing transactions contemplated hereunder (collectively, “Taxes”). Opal Avenue is an Oregon, United States based business. Each Retailer and Brand Partner shall be solely responsible for all sales taxes, or other taxes, customs, import/export charges, or similar governmental charges on orders shipped to any other state or on orders shipped outside the United States or Canada. You acknowledge and agree that Opal Avenue has not provided you with any legal advice in general or tax advice in particular in connection with the Terms. You have sought your own tax advice from qualified tax and financial advisors regarding the tax implications of the Terms and the transactions contemplated hereunder.
E. You agree not to “crawl,” “scrape,” or “spider” any page of the Services, or to attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services, or attempt to obtain the source code of the Services, through the use of any engine, software, tool, agent, device or mechanism.
F. You agree not to disrupt or interfere with, or attempt to disrupt or interfere with, our Services including, without limitation, by sending a virus, overloading, flooding, or spamming the Services.
G. You agree not to avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Opal Avenue or any of Opal Avenue’s providers or any other third party (including another user) to protect our Services, Products, Opal Avenue Content, or Your Content.
I. You agree not to use, display, mirror or frame the Services, or any individual element within the Services, Opal Avenue’s name, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Opal Avenue’s written consent.
J. You agree not to use our Services, Products or Opal Avenue Content for any commercial purpose or the benefit of any third party in any manner not otherwise permitted by these Terms.
K. You agree not to collect or store any personally identifiable information from the Services from other users of Services without their express permission.
L. Opal Avenue reserves the right, at any time, for any reason, and without prior notice, to remove or disable access to any of Your Content, listings, or any other text, graphics, images, software, music, audio, video, information or other content or material that Opal Avenue considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.
M. Opal Avenue welcomes and encourages you to provide feedback, comments, ideas, and suggestions for the Services. Any unsolicited ideas or other materials you submit to Opal Avenue (not including Your Content or Products sold through our Services) are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
N. Opal Avenue will provide you with certain legal information in writing. By using our Services, you’re agreeing that we can send you information electronically (by email, etc.) instead of mailing you paper copies, and that your electronic agreement is the same as your signature on paper.
O. Opal Avenue will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Opal Avenue may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Opal Avenue has no obligation to monitor your access to or use of the Services or to remove any of Your Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
P. Third Party Content and Websites. The Website and Services (and any portions or content thereof) may contain features and functionalities that may link to other websites and content offered by third parties which may be of interest to you. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Opal Avenue of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by Opal Avenue. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature. We do not accept responsibility for those sites. Accessing any such links from the Website to gain access to other websites is at your own risk.
Q. Third Party Advertising at the Website. In consideration for Opal Avenue granting you access to and use of the Website and Services, you agree that Opal Avenue and its third party providers and partners may place such advertising on the Website or in connection with the display of content or information from the Website or Services whether submitted by you or others. Opal Avenue is not be responsible or liable for any loss or damage of any sort incurred as the result of any such advertising displays while you navigate or use the Website or Services. If a dispute arises between you and any third party advertiser relative to interactions or transactions involving the Website or Services, you understand and agree that Opal Avenue bears no liability in connection therewith.
R. Confidential Information. Opal Avenue may provide you with certain information that is confidential or proprietary (“Confidential Information”). Confidential Information includes without limitation any not previously publicly disclosed information about Opal Avenue’s business, finances, customers, information systems, software or technology. You agree to (a) use Confidential Information solely as necessary to fulfill your obligations under this Agreement and (b) not disclose Confidential Information to any third parties, other than your employees, agents and advisors with a need to know and for whom you agree to remain strictly responsible under this Agreement. You acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure, Opal Avenue will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination of your account for any reason, or upon earlier request by Opal Avenue, you will promptly destroy or return to Opal Avenue (as specified by Opal Avenue) all copies of Confidential Information. You agree that all Confidential Information will remain Opal Avenue’s exclusive property and that you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.
S. If you are a Brand Partner on Opal Avenue, non-refundable fees apply. Please refer to the Brand Partner Agreement.
T. Accessibility. User agrees and understands that access to the website may not be available due to, but not limited to, regular website maintenance and periodical updates, programming errors or malfunction, connectivity or server change and transition, third party service provider updates and changes and we will not be liable for the consequences of any interruptions or errors.
10. Termination and Account Cancellation
You may terminate your account at any time by sending an email to firstname.lastname@example.org. You will remain liable for any outstanding bills due hereunder and any non-refundable fees. Terminating your account will not affect the availability of some of Your Content that you posted through the Services prior to termination.
Opal Avenue reserves the right, at any time, for any reason, and without prior notice, to revoke or suspend your account (and any related accounts) and your access to and use of the Services. In the event that this happens, it is important to understand that you do not have a contractual or legal right to continue to use our Services. Opal Avenue may refuse service to anyone, at any time, for any reason. Under these circumstances, you will remain liable for any outstanding bills due and non-refundable fees.
If you or Opal Avenue terminates your account, you may lose all information associated with your account, including Your Content.
The Terms will remain in effect even after your access to the Services is terminated, or your use of the Services ends.
12. Non Disparagement
Brand Partner or Retailer agrees that neither shall, in any communications with the press or other media, other users of Services, potential users of Services, ridicule or make any statement that disparages Opal Avenue. Opal Avenue agrees that it shall not, in any communications with the press or other media, other users of Services, potential users of Services, ridicule or make any statement that disparages Brand Partner or Retailer.
The Services are protected by copyright and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Opal Avenue and its licensors exclusively own all right, title, and interest in and to the Services and Opal Avenue Content, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Opal Avenue Content.
14. Warranties and Limitation of Liability
A. You release Opal Avenue from any claims related to Products sold through our Services, including for defective Products, misrepresentations, or Products that caused physical injury. Opal Avenue will not be liable for any incidental, special, exemplary or consequential damages, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use of or inability to use our Services, Products, Opal Avenue Content or Your Content, or from any communications, interactions or meetings with other users of the Services or other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort (including negligence), Product liability or any other legal theory, and whether or not Opal Avenue has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
B. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. Opal Avenue is not responsible for the accuracy, copyright compliance, legality or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.
D. Opal Avenue offers wholesale natural beauty, health and wellness related products. Opal Avenue does not warrant, and shall have no liability for, information provided in the Services regarding recommendations concerning products for any and all health purposes. This information is provided solely as a guideline to be used when discussing a program with a healthcare professional. The claims made about specific nutrients or products have not been evaluated by the Food and Drug Administration unless otherwise indicated. Beauty, health and wellness related products on the Services are not intended to diagnose, treat, cure or prevent disease. Content provided on the Services is solely for informational purposes. It is your sole responsibility to consult a licensed physician or qualified healthcare professional for advice, diagnosis, and/or treatment of any health related condition. Opal Avenue makes no guarantee or warranty, express or implied, with respect to any beauty, health or wellness related products or services sold, including any warranty of merchantability or fitness for a particular purpose.
E. WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OPAL AVENUE. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OPAL AVENUE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. You understand that our Services, Products, Opal Avenue Content, and Your Content are provided “as is,” without warranty of any kind, either express or implied. We are expressly disclaiming any warranties of title, non-infringement, merchantability and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing or usage of trade. Opal Avenue makes no warranty that: (i) our Services, Products, Opal Avenue Content, or Your Content will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) our Services, Products, Opal Avenue Content, or Your Content will be free of viruses or other harmful materials; or (iv) the results of using the Services will meet your expectations. You access and use our Services, Products, Opal Avenue Content, and Your Content solely at your own risk. Some jurisdictions do not allow limitations on implied warranties, so the above limitations may not apply to you.
F. To the fullest extent permitted by law, neither Opal Avenue nor our employees, independent contractors or directors shall be liable to you for any lost profits or revenues, or for any consequential, incidental, indirect, special or punitive damages arising out of or in connection with our Services, Products, Opal Avenue Content, Your Content, or these Terms. In no event shall Opal Avenue’s liability for any damages exceed, in the aggregate, $100.00 US Dollars. Some jurisdictions do not allow limitations on incidental or consequential damages, so the above limitations may not apply to you.
You agree to defend, indemnify, and hold Opal Avenue, its officers, directors, employees, agents and independent contractors harmless from and against any claims, liabilities, damages, losses, and expenses (including, without limitation, reasonable legal and accounting fees) arising out of or in any way connected with your actions, your use (or misuse) of our Services, Products, Opal Avenue Content, or Your Content, your breach of the Terms, or your account’s infringement of someone else’s rights. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying Opal Avenue.
If you find yourself in a dispute with another user of Opal Avenue’s Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably. You release Opal Avenue from any claims, demands, and damages arising out of disputes with other users or parties.
16. Legal Jurisdiction
In the event of any legal dispute involving our Services: the Terms will be governed by the laws of the State of Oregon and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The exclusive jurisdiction and venue for any legal action against Opal Avenue related to the subject matter hereof will be the Oregon state and United States federal courts located in Multnomah County, Oregon, and both parties hereby submit to the personal jurisdiction of such courts.
You and Opal Avenue agree that any dispute or claim arising from or relating to the Terms shall be finally settled by arbitration, using the English language, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section). Our arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.
Any arbitration under the Terms will take place on an individual basis. Class arbitrations and class actions are not permitted. You expressly waive any right to a jury trial in any legal proceeding against Opal Avenue, its parent, subsidiaries, divisions, or affiliates or their respective officers, directors, employees, agents, independent contractors or successors under or related to these Terms. Any claim or cause of action you have with respect to the access to or use of the Services must be commenced within one (1) year after the claim arises.
Each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.
If you are a government agent or entity in the United States using the Services in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, the Terms and any action related to the Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Oregon.
Opal Avenue reserves the right, at its sole discretion, to modify, discontinue, or terminate the Services or to modify these Terms, at any time and without prior notice. 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. If we modify these Terms, we will post the changes through the Services or send you an email or message notifying you of the changes. We will also update the Last Updated Date. Changes will be effective upon the posting of the changes. You are responsible for reviewing and becoming familiar with any changes. You reserve the right to decide whether you want to continue using the Services. By continuing to access or use the Services after we have posted the changes through the Services or have provided you with a notice notifying you of the changes, you are indicating that you agree to be bound by the modified Terms.
You may not assign or transfer these Terms, by operation of law or otherwise, without Opal Avenue’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Opal Avenue may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
The Terms, including all of the policies that make up the Terms, supersede any other agreement between you and Opal Avenue regarding the Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.
20. Contacting Opal Avenue.
If you have any questions about these Terms, please contact Opal Avenue by email at: email@example.com.
Or in writing:
7451 SE 70th Avenue