Terms and Conditions
Acceptance of Terms
These Terms of Service (the "Terms") and other policies incorporated by reference in these Terms form a legally binding agreement between GBG USA, Inc. ("GBG", "we", "our" or "us") and users ("you", "your", "yours" or "User") of the Service (as defined below) and describe the terms under which you agree to use the Service. GBG owns and controls the website www.juniperunltd.com (the “Website”) and the marketplace accessible in and through the Website [A highly-curated, content-driven site for various inclusive brands, products and services(the “Marketplace”). The Website and the Marketplace are collectively referred to herein as the “Service”). In and through the Service, Users may purchase [a selection of innovative, authentic and high-quality products(the “Products”) made available by sellers of the Products (each a “Seller” and collectively the “Sellers”).
These Terms set forth the legally binding terms and conditions that govern your use of the Service. By accessing the Website and/or using the Service, you are accepting these Terms on behalf of yourself or the entity that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms,you may not use the Service.
These Terms require the use of arbitration (see Section [XIV. Dispute Resolution
on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
You may need to create an account (each an “Account”) with us to use some elements of the Service. You must be at least 18 years of age to create an Account and to use the Service. If you are a minor under the age of 18, you may use theServices only if authorized to do so by a parent or guardian.With respect to your Account, you agree to:
- Provide us accurate information about you in connection with the creation of your Account and keep such information updated as necessary;
- Maintain the confidentiality of your Account and the password associated with your Account, and restrict access to your Account;
- Comply with all applicable laws in connection with the use of your Account; and
- Be responsible for all activities that may occur under your Account.
- We shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same.All payments will be charged and made in U.S. dollars.
- Your Use of the Service
- Grant of license: Subject to these Terms, we grant you a personal, non-exclusive, non-transferable, limited and revocable right and license to access and use the Service in connection with your personal purposes, provided that such use is at all times lawful.
- Restrictions: As a condition for your access to the Service, you agree that, unless otherwise expressly authorized by these Terms or in writing by GBG, you will not:
- license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Website;
- modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service;
- access the Service in order to build a similar or competitive website, product, or service;
- use any automated devices, such as scripts, spiders, robots or data mining techniques to download, store or otherwise reproduce, store or distribute content from the Service or to manipulate the Service;
- take any action to interfere with, interrupt, destroy or limit the functionality of the Service;
- use the Service for any resale or commercial use;
- not use the Service in any manner that could damage, disable, overburden, or impair any of our servers, or the network(s) connected to any of our servers, or interfere with any other party's use and enjoyment of the Service;
- attempt to gain unauthorized access to the Service, other Accounts, computer systems or networks connected to any GBG server, through hacking, distribution of counterfeit software, password mining or any other means;
- obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service;
- use information obtained from the Service to transmit any commercial, advertising or promotional materials, harass, offend, threaten, embarrass, or invade the privacy of any individual or entity, or violate any applicable law, regulation or rule;
- use the Service: (a) in violation of any applicable foreign or domestic laws, statutes, rules, regulations or judicial decrees; (b) for purposes of identity theft, financial, email, or other fraud and/or in a manner that does or is intended to cause emotional or physical harm, to discriminate against, or "stalk" or otherwise harass, mass-market, robo-dial, robo-text, or mass email any other person; (c) to violate the Intellectual Property Rights (as defined below) or other proprietary rights of any third parties; or (d) otherwise use the Service in connection with activity that (including by posting, publishing or transmitting any text, comments and/or other material that): (i) is defamatory; (ii) is obscene, pornographic or offensive; (iii) invades another's privacy; (iv) is false or misleading; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another's rights, including any Intellectual Property Rights (as defined below); (vii) violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil or criminal liability; (viii) accesses, tampers with, or otherwise uses non-public areas of the Service; (ix) is in connection with sending unsolicited email, junk mail, "spam" or chain letters, promotions or advertisements for products or services or altered, deceptive or false source-identifying information; and/or (x) impersonates or misrepresents your affiliation with any person or entity;
GBG reserves the right to refuse to provide the Service, terminate or limit access toAccounts, terminate your rights to use the Service, remove or edit content, or cancel orders in its sole discretion.
When providing information about the Products available in and through the Service, we rely on information provided by Sellers. We do not warrant that the information about the Products or other content of the Service is accurate, complete, reliable, current, or error-free. If a Product does not meet the description, your sole remedy is to return it in unused condition in accordance with our return instructions, which instructions will be provided at check-out.
Products available in and through the Service are sold by Sellers. In addition, you may encounter links to Seller and other third party websites and services in the Service. If you purchase any Products from Sellers, you are purchasing directly from them, not from GBG. We are not responsible for examining or evaluating, and we do not warrant, the offerings, whether Products or otherwise, of any of the Sellers. GBG does not assume any responsibility or liability for the actions, Products, and content of the Sellers.
YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY PRODUCTS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT MADE AVAILABLE BY OR THROUGH ANY SELLERS OR OTHER THIRD-PARTY SERVICES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE PRODUCTS, CONTENT, OR BUSINESS PRACTICES OF ANY SELLER OR OTHER THIRD PARTY.
- GBG Ownership Rights. GBG and its licensors and suppliers retain all right, title and interest in and to all (a) patents, utility models, copyrights, database rights and rights in trademarks, trade names, designs, knowhow, and invention disclosures (whether registered or unregistered); (b) applications, reissues, confirmations, renewals, extensions, divisions or continuations for any of these rights; and (c) all other intellectual property rights and similar forms of worldwide protection (“Intellectual Property Rights”) in and to the Service, and all other materials provided or made available to you in connection with the services provided by GBG, and any and all modifications, updates, and enhancements to the foregoing items. All rights not expressly granted to you in these Terms are reserved and retained by GBG, its licensors, suppliers, publishers, rightsholders, or other content providers. GBG shall be entitled to unrestricted use of any and all communications, comments, questions, suggestions, or related materials provided by you to us, whether by letter, email, telephone, or otherwise, suggesting or recommending changes to the Service including, without limitation, new features or functionality relating thereto (collectively, "Feedback"). All such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights and other proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever. Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such Intellectual Property Rights, except for the limited access rights expressly set forth in Section IV (a). GBG and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
- THE SERVICE IS PROVIDED ON AN “AS-IS”, “AS AVAILABLE”, AND “WHERE AVAILABLE” BASIS, AND GBG (AND OUR LICENSORS AND SUPPLIERS) EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE SERVICE IS SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- NO WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH IN THESE TERMS.
- ALL CONTENT, PRODUCTS AND THIRD PARTY SERVICES MADE AVAILABLE OR ACCESSED IN AND THROUGH THE SERVICE ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. GBG DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCT OR SERVICE ACCESSED IN AND THROUGH THE SERVICE. OTHER THAN AS REQUIRED BY LAW, UNDER NO CIRCUMSTANCE WILL GBG BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED IN AND THROUGH THE SERVICE, OR YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED IN AND THROUGH THE SERVICE.
- ITEMS SUCH AS BUT NOT LIMITED TO MAGNETS ARE SEWN INTO PRODUCTS AND UNDER SOME CIRCUMSTANCES COULD LEAD TO DEATH OR SERIOUS INJURY. THIS MAY INTERFERE WITH IMPLANTED MEDICAL DEVICES, INCLUDING BUT NOT LIMITED TO PACEMAKERS. CONSULT A PHYSICIAN BEFORE WEARING. IF A MAGNET BECOMES EXPOSED OR CLOTHING BECOMES WORN OR TORN NEAR THE MAGNET, KEEP OUT OF REACH OF CHILDREN AND DISPOSE OF PRODUCTS AND MAGNETS. IF MAGNETS ARE SWALLOWED, SEEK MEDICAL ATTENTION EVEN IF THE PERSON IS NOT CHOKING.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GBG BE LIABLE UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OR DAMAGE, COST OF COVER, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, ARISING FROM OR IN CONNECTION WITH THE USE OR MISUSE OF PRODUCTS,THESE TERMS, OR GBG'S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE, IN WHOLE OR IN PART, THE SERVICE, PRODUCTS, OR OTHER MATERIALS OR SERVICES PROVIDED BY GBG, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT GBG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GBG'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE SERVICE, AND OTHER MATERIALS OR SERVICES PROVIDED BY GBG, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, EXCEED’S THE PURCHASE OF THE GOODS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT GBG'S SUPPLIERS, LICENSORS, AND AFFILIATES WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THESE TERMS. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES SET FORTH IN THESE TERMS.
Notwithstanding anything in these Terms to the contrary, GBG will have no responsibility or liability of any kind under these Terms, arising or resulting from: (i) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by GBG; or (ii) any other factor outside of GBG's reasonable control.
GBG's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found invalid or unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. GBG may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service.
These Terms shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act.
We may suspend or terminate your rights to use the Service at any time and without notice or liability to you for any reason at our sole discretion, including for any use of the Service in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Service will terminate immediately and may involve deletion of information relating to your Account and Your Content. GBG will not have any liability whatsoever to you for any termination of your rights under these Terms, including deletion of Your Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections IV, VII, VIII, X, XI, XII, XIII, XIV, XV,and XVIII, and all other terms that by their nature would survive the termination of these Terms. Upon expiration or termination of these Terms for any reason, you shall cease using the Service, and destroy any and all information or materials supplied by GBG, including any and all copies thereof in your possession or control.
Before filing a claim against GBG, you agree to try to resolve the dispute informally by sending a notice of dispute via email to:
Email: firstname.lastname@example.org Subject Line: "Attn: Legal"
The notice must include your name, mailing address, and phone number (if any), and must describe the nature and basis of the claim or dispute, as well as set forth the specific relief sought. If a dispute is not resolved within 60 days of after we receive your notice, either you or we may bring a formal arbitration proceeding with the American Arbitration Association ("AAA").
- Agreement to Arbitrate
- Arbitration Please read the following sections carefully, as they affect your rights. You and GBG agree to resolve any claims relating to these Terms or the Service through final and binding arbitration. This agreement to arbitrate is intended to be broadly interpreted, and includes claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. You acknowledge that these Terms evidence a transaction involving interstate commerce, and thus the United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in these Terms.
- Opting-Out of Arbitration. YOU MAY OPT-OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING GBG WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS. YOUR NOTICE MUST INCLUDE: (I) YOUR FULL NAME (FIRST AND LAST); (II) THE EMAIL ADDRESS YOU USED TO REGISTER YOUR ACCOUNT; AND (III) A CLEAR STATEMENT THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
- Costs of Arbitration. GBG will pay all AAA filing, administration, and arbitrator fees for any arbitration we initiate. You will pay the fees for any arbitration you initiate, in accordance with the AAA Rules. However, if you initiate an arbitration after attempting to informally resolve a dispute in accordance with these Terms, and are seeking relief valued at $300 or less (both to you and us), GBG will pay all AAA filing, administration, and arbitrator fees. If your claim is for greater than $300 but less than $10,000, GBG will pay all such fees in excess of $20. After GBG receives notice at the email address above that you have commenced such arbitration, GBG shall promptly reimburse you for any portion of the filing fee you have paid that GBG has agreed to pay.
- Frivolous Claims. If the arbitrator determines that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set for the in Federal Rule of Civil Procedure 11(b)), then: the payment of all AAA filing, administration, and arbitrator fees shall be governed by the AAA Rules and you agree to reimburse us for any amount we have paid on your behalf to the AAA. GBG shall not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
- Arbitration Procedures. You agree that one arbitrator from the AAA will arbitrate the dispute under the AAA Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, as modified by this arbitration provision. The award of the arbitrator shall be accompanied by a reasoned opinion. The arbitration will be held in the United States county where you live or work, or any other location that we mutually agree to.
- No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You may not bring a claim as part of a class arbitration, class action, private attorney general action, or consolidation with other arbitrations.
- Judicial Forum. In the event that this agreement to arbitrate is found not to apply to you or your claim, you and GBG agree that any judicial proceeding (other than small claims actions) will be brought in the Federal or State courts in New York City, New York County, of the State of New York. Both you and GBG consent to venue and personal jurisdiction there, and waive any objection as to inconvenient forum.
- Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or your use of the Service must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
- Future Changes to Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, you agree that if GBG makes any future change to this arbitration provision (other than a change to the notice email address above, website links, or telephone numbers listed in this provision), any such changes will not affect disputes that arose before the effective date of the change.
These Terms are the entire and exclusive agreement between you and GBG (excluding any services for which you have a separate agreement with us that is explicitly in addition to or in place of these Terms) relating to the Service, and these Terms supersede and replace any prior agreements between us and you regarding the Service. These Terms create no thirdparty beneficiary rights.
The communications between you and GBG use electronic means, whether you use the Website or send us emails, or whether GBG posts notices on the Website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from GBG in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that GBG provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
From time to time, this Web Site may contain links to Web sites that are not owned, operated or controlled by us or our affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave this Web Site. Neither we nor any of our affiliates are responsible for any content, materials or other information located on or accessible from any other Web site. Neither we nor any of our affiliates endorse, guarantee, or make any representations or warranties regarding any other Web site, or any content, materials or other information located or accessible from such Web sites, or the results that you may obtain from using such Web sites. If you decide to access any other Web site linked to or from this Web Site, you do so entirely at your own risk.
Copyright © 2020, GBG USA, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
In the event thatyou believe that an element of the Service or a Product infringes your Intellectual Property Rights, please submit your complaint using this form.
We seek to quickly respond to the concerns of holders of Intellectual Property Rights relating to any alleged infringement of Intellectual Property Rights, and engage in appropriate disciplinary measures relating to Sellers that infringe Intellectual Property Rights up to, and including,terminating such Sellers from the Marketplace.
If you have any questions regarding these Terms, please send an email to [email@example.com].