1.1. Effective Date. The effective date of this Agreement is August 21, 2016.
1.2. Agreement. Welcome to Litterbox.com! Litterbox, LLC ("Litterbox, LLC" or "Company") recommends that you read the following terms and conditions carefully. By accessing or using the Litterbox.com website, the Litterbox.com Service, including any software applications made available by Litterbox, LLC (together, the "Website" or "Service"), however accessed or used, you agree to be bound by these terms (the "Terms of Service" or the "Agreement"). By using the Service, you agree to be bound by this Agreement, constituting a legally binding agreement between Litterbox, LLC and you concerning your use of the Service. We encourage you to print the Agreement or save it to your computer for reference.
1.5. Arbitration and Remedies. These terms contain a mandatory arbitration of disputes provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. See Section 20 (Dispute Resolution) for full details.
4.1. By accessing and/or using the Service, including by doing so after accessing this Agreement, you represent and warrant that you are at least 18 years old, and are otherwise legally qualified to enter into and form contracts under applicable law.
4.2. Corporate Use. If you are using the Service on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
5. License. Subject to your compliance with these Terms of Service, Litterbox, LLC grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Litterbox, LLC websites (located at the following URLs: litterbox.com), and to use the Service. No part of the Service, including the Website, may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of Litterbox, LLC. All rights not expressly granted in this Agreement are reserved by Litterbox, LLC. Without limitation, this Agreement grants you no rights to the intellectual property of Litterbox, LLC or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if, in the sole judgment of Litterbox, LLC, you have breached any provision of this Agreement.
6.1. All transmissions of payment information between you and the Website are secured with Internet-standard TLS (also known as HTTPS) encryption.
6.2. We collect your name, address, and payment information to process your order.
7.1. You will be provided with a shipping quote for your order when you have completed your shopping on our site.
7.2. Most orders are shipped within 3 days.
8.1. You must ship returns back to Litterbox, LLC within 30 days at your own expense.
8.2. We do not accept any returns on merchandise that has been opened or is damaged.
8.3. Shipping charges will not be refunded.
8.4. Any exchanged product must be received by us before any credits are given or replacement product is shipped.
9. Product Subscription Plans. Litterbox, LLC offers product subscription plans for shipments every two (2), four (4), or eight (8) weeks, according to the subscription plan selected by you at the time of purchase. If you chose to enroll in a subscription plan, you understand and agree that, in addition to your first purchase, your credit or debit card on file will be charged for additional shipments without obtaining further permission or confirmation from you.
9.1. Additional Disclosures. Please pay attention to the additional terms and disclosures during the order process.
9.2. Changes and Cancellation. To change or cancel a subscription plan, you may either email us at [email protected], or log in to your account and make changes there. Changes and cancellations must be made no later than 8:00 p.m. EST the night before the next schedule shipment.
9.3. Notifications Before Shipping. Litterbox, LLC will notify you by email at least 3 days before your credit or debit card is charged for the next shipment. To change or cancel an individual shipment, you must log into your account and make said changes no later than 8:00 p.m. EST the night before the scheduled shipment.
10. No Reliance on Third Party Content.
10.1. Opinions, advice, statements, or other information made available through the Service by third parties are those of their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for their content. Litterbox, LLC does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information accessible on or through the Service; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by a third party through the Service. Under no circumstances will Litterbox, LLC be responsible for any loss or damage resulting from your reliance on information or other content posted through the Service transmitted to or by any third party.
11. Assumption of Risk; Release. You knowingly and freely assume all risk when using the Service. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Litterbox, LLC and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Service.
12. User Account, Accuracy, and Security.
12.1. User Account. To access and use certain parts of the Service, you may be asked to create a user account ("Account"), and to provide information that personally identifies you ("Personal Information").
12.3. No Pseudonyms. You must use your real name on Litterbox.com; pseudonyms are not allowed. Any use of a pseudonym violates Section 12.2 (Account Information Accuracy) and is cause for suspension or deletion of your Account.
12.4. Account Security. You will also be asked to provide a username, password, and possibly other information to secure your Account. You are entirely responsible for maintaining the confidentiality of your password. You may not use the username or password of any other person, nor may you share your username and password, nor may you circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the Service. You agree to notify Litterbox, LLC immediately of any unauthorized use of your Account. Litterbox, LLC shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by Litterbox, LLC, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your Account.
13. Consent to Receive Electronic Communications from Company. By registering for the Service and providing your name, email, postal or residential address, and/or phone number through the Service, you expressly consent to receive electronic and other communications from Litterbox, LLC, over the short term and periodically, including email communications. These communications will be about the Service, new product offers, promotions, and other matters. You may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by sending an email to [email protected] You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
14. Third Party Websites. The Service is linked with the websites of third parties ("Third Party Websites"), some of whom may have established relationships with Litterbox, LLC and some of whom may not. Litterbox, LLC does not have control over the content and performance of Third Party Websites. Litterbox, LLC has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third Party Websites. Accordingly, Litterbox, LLC does not represent, warrant, or endorse any Third Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third Party Websites. Litterbox, LLC disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third Party Websites.
15. Prohibited Uses. Litterbox, LLC imposes certain restrictions on your use of the Service. Any violation of this section may subject you to civil and/or criminal liability. The following are expressly prohibited:
15.1. providing false, misleading, or inaccurate information to Litterbox, LLC or any other person in connection with the Service;
15.2. impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity;
15.3. modifying or changing the placement and location of any advertisement posted through the Service;
15.4. harvesting or otherwise collecting information about users, including email addresses and phone numbers;
15.5. without express written permission from Litterbox, LLC, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Service for any use, including without limitation use on Third Party Websites;
15.6. accessing content or data not intended for you, or logging into a server or account that you are not authorized to access;
15.7. attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or breaching security or authentication measures without proper authorization;
15.8. interfering or attempt to interfere with the use of the Service by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities;
15.9. forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Service (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers);
15.10. while using the Service, using ad-blocking or other content-blocking software, browser extensions, or built-in browser options designed to hide, block, or prevent the proper display of online advertising;
15.11. attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the Service, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Service to determine and/or audit advertising revenues and payments, if applicable;
15.12. creating additional accounts to promote your (or another's) business, or causing others to do so; or
15.13. paying anyone for interactions on the Service.
16. Intellectual Property.
16.1. Compliance with Law.
16.1.1. You represent and warrant that, when using the Service, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
16.2. Trademarks. Litterbox, LLC and the Litterbox, LLC logo (collectively, the "Company Marks") are trademarks or registered trademarks of Litterbox, LLC. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Service may be the trademarks of third parties. Neither your use of the Service nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Company Marks generated as a result of your use of the Service will inure to the benefit of Litterbox, LLC, and you agree to assign, and do assign, all such goodwill to Litterbox, LLC. You shall not at any time, nor shall you assist others to, challenge Litterbox, LLC's right, title, or interest in, or the validity of, the Company Marks.
16.3. Copyrighted Materials; Copyright Notice. All content and other materials available through the Service, including without limitation the Litterbox, LLC logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by Litterbox, LLC or are the property of Litterbox, LLC's licensors and suppliers. Except as explicitly provided, neither your use of the Service nor this Agreement grant you any right, title, or interest in any such materials.
17. Disclaimers; Limitation of Liability.
17.1. No Warranties. Litterbox, LLC, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Service, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither Litterbox, LLC nor its licensors or suppliers warrants that the Service will meet your requirements, or that the operation of the Service will be uninterrupted or error-free. Litterbox, LLC disclaims all implied liability for damages arising out of the furnishing of the Service pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Service, whether caused by acts of commission or omission, or any other damage occurring. Litterbox, LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of Litterbox, LLC, Company Parties, or Litterbox, LLC users, or their agents or representatives.
17.2. Your Responsibility for Loss or Damage; Backup of Data.
17.2.1. You agree that your use of the Service is at your sole risk. You will not hold Litterbox, LLC or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Service, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Service may contain bugs, errors, problems, or other limitations.
17.2.2. Importantly, you acknowledge that a catastrophic disk failure or other similar event could result in the loss of all of the data related to your account. You agree and understand that it is your responsibility to backup your data to your personal computer or external storage device and to ensure such backups are secure.
17.3. Limitation of Liability. In no event shall Litterbox, LLC or its licensors or suppliers be liable to you for any claims arising from your use with the Service, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to Litterbox, LLC or its licensors and suppliers arising out of or in connection with your use of the Service. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Litterbox, LLC and you. The Service would not be provided without such limitations.
17.4. Application of Disclaimers. The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Litterbox, LLC or between you and any of Litterbox, LLC's licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. Litterbox, LLC's licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Service or otherwise shall alter any of the disclaimers or limitations stated in this section.
18. Your Representations and Warranties. You represent and warrant that your use of the Service will be in accordance with this Agreement and any other Litterbox, LLC policies, and with any applicable laws or regulations.
19. Indemnity by You.
19.1. Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless Litterbox, LLC and the Company Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, "Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Litterbox, LLC, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and Litterbox, LLC, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Service; (iv) your provision to Litterbox, LLC or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
19.2. The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.
19.3. Without limitation, the Indemnitor also agrees to compensate Litterbox, LLC for any and all lost revenues, future lost profits, reasonable search costs, and any other reasonable expenses resulting from any Indemnitor violation of Section 15 (Prohibited Uses), including without limitation any suspension of affiliate accounts or affiliate payment attributable to fraudulent efforts to manipulate or otherwise modify reported impressions generated by the Company Parties under any affiliate advertising agreement.
20. Dispute Resolution.
20.1. Binding Arbitration.
20.1.1. If you and Litterbox, LLC cannot resolve a Claim through negotiations, either party may elect to have the Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s).
20.1.2. You acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action.
20.1.3. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
20.1.4. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement, available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except as otherwise provided for in this Agreement, Litterbox, LLC will pay the AAA filing, administration, and arbitrator fees. If, however, the arbitrator finds 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 forth in Federal Rule of Civil Procedure 11(b)), then you will pay the arbitrator fees, in addition to any amount that exceeds the filing fees. In that case, you also agree to reimburse Litterbox, LLC for all payments disbursed that are your obligation to reimburse under the AAA Rules. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction to resolve. The arbitration may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Litterbox, LLC may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator shall award costs to the prevailing party (including, without limitation, fees, expenses, and reasonable attorneys' fees) at any time during the proceeding and upon request from either party, within 14 days of the arbitrator's ruling on the merits.
20.2. Restrictions Against Joinder of Claims.
20.2.1. You and Litterbox, LLC agree that any arbitration shall be limited to each Claim individually. You and Litterbox, LLC agree that each may only bring claims against the other in your or Litterbox, LLC's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
20.2.2. If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
20.3. Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude you or Litterbox, LLC from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Litterbox, LLC from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in the State of Michigan.
20.4. Venue for any Judicial Proceeding.
20.4.1. This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in the State of Michigan, and shall be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
20.4.2. The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to Auburn Hills, Michigan. The parties stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
21.1. By Company. Without limiting any other provision of this Agreement, Litterbox, LLC reserves the right to, in Litterbox, LLC's sole discretion and without notice or liability, deny use of the Service to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation.
21.2. Automatic Termination Upon Breach by You. This Agreement shall automatically terminate if you breach any of this Agreement's representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by Litterbox, LLC.
21.3. By You. You may terminate this Agreement and your rights under it at any time, for any or no reason at all, by providing to Litterbox, LLC notice of your intention to do so, in the manner required by Section 22 (Notices).
21.4. Effect of Termination.
21.4.1. Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Service. Upon termination, Litterbox, LLC may, but has no obligation to, in Litterbox, LLC's sole discretion, rescind any services and/or delete from Litterbox, LLC's systems all your Personal Information and any other files or information that you made available to Litterbox, LLC or that otherwise relate to your use of the Service. Upon termination, you shall cease any use of the Service.
21.4.2. After termination, Litterbox, LLC reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Service, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.
21.5. Legal Action. If Litterbox, LLC, in Litterbox, LLC's discretion, takes legal action against you in connection with any actual or suspected breach of this Agreement, Litterbox, LLC will be entitled to recover from you as part of such legal action, and you agree to pay, Litterbox, LLC's reasonable costs and attorneys' fees incurred as a result of such legal action. The Company Parties will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of this Agreement.
22. Notices. All notices required or permitted to be given under this Agreement must be in writing.
22.1. Litterbox, LLC shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Litterbox, LLC. You agree that any notice received from Litterbox, LLC electronically satisfies any legal requirement that such notice be in writing.
22.2. You bear the sole responsibility of ensuring that your email address on file with Litterbox, LLC is accurate and current, and notice to you shall be deemed effective upon the sending by Litterbox, LLC of an email to that address.
22.3. You shall give any notice to Litterbox, LLC by email to [email protected]
23.1. Entire Agreement. This Agreement constitutes the entire agreement between Litterbox, LLC and you concerning your use of the Service.
23.2. Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
23.3. Amendments. This Agreement may only be modified by a written amendment signed by an authorized executive of Litterbox, LLC, or by the unilateral amendment of this Agreement by Litterbox, LLC along with the posting by Litterbox, LLC of that amended version.
23.4. No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
23.5. Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of Litterbox, LLC. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
23.6. Independent Contractors. You and Litterbox, LLC are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
23.7. No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, with the following exceptions: the Company Parties; Litterbox, LLC's licensors and suppliers (to the extent expressly stated in this Agreement); and to the extent stated in the following Sections: Section 10 (No Reliance on Third Party Content), Section 14 (Third Party Websites), Section 17.4 (Application of Disclaimers).
23.8. Injunctive Relief. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to Litterbox, LLC and Litterbox, LLC's licensors and suppliers, and would therefore entitle Litterbox, LLC or Litterbox, LLC's licensors or suppliers, as the case may be, to injunctive relief.
23.9. Headings. The headings in this Agreement are for convenience only, and shall have no legal or contractual effect.