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Terms of service

LYRICAL LEMONADE
TERMS AND CONDITIONS
Last Modified: [11/16/2020]

  1. ACCEPTANCE OF THESE TERMS AND CONDITIONS.  
    1. The following Terms and Conditions of Use, together with our Privacy Policy at [https://shop.lyricallemonade.com/policies/privacy-policy] (the “Privacy Policy”) (collectively, the “Terms and Conditions”), govern your access to and use of the services and products offered through our website and mobile app (the "Products"). These Terms and Conditions apply to you (“you” or “your”) if you use the Products.  Please read the Terms and Conditions carefully before you start to use the Products. By using the Products, you accept and agree to be bound and abide by the Terms and Conditions. If you do not agree to the Terms and Conditions, you must not access or use the Products.
    2. We may revise and update the Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when posted. Your continued use of the Products following the posting of a revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page and the Privacy Policy linked above, each time you access the Products so you are aware of any changes, as they are binding on you.
    3. LYRICAL LEMONADE is based in the state of Illinois in the United States. We provide the Products for use only by individuals, entities or organizations (“Persons”) located in the United States. We make no claims that the Products or any related content are accessible or appropriate outside of the United States.
  2. ELIGIBILITY.  
    1. The Products are offered and available to users who are (a) 18 years of age or older (or between the ages of 13 and 17 and using the Products with parental or legal guardian consent and supervision) and reside in the United States; and (b) not be using another user’s account without his or her permission. The Products are not intended for children under 13 years of age. By using the Products, you represent and warrant that you are of legal age to form a binding contract with LYRICAL LEMONADE and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Products.
  3. USERNAME.
    1. User Names. You may need a username and password to use certain features of the Products. By selecting a username and any particular URL you agree that you will not select or use a name or URL: (i) of another Person with the intent to impersonate that Person; (ii) subject to the rights of any Person without authorization; (iii) in violation of the intellectual property rights of any Person; or (iv) that LYRICAL LEMONADE, in its sole discretion, deems inappropriate or offensive. You hereby expressly permit LYRICAL LEMONADE to identify you by your username. You acknowledge and agree that you shall have no ownership or other property interest in your account, URL or username, and you further acknowledge and agree that all rights in and to your username and account are and shall forever be owned by and inure to the benefit of LYRICAL LEMONADE. You are responsible for maintaining the confidentiality of your password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You must promptly notify LYRICAL LEMONADE immediately of any unauthorized use of your password or account or any other breach of security. LYRICAL LEMONADE assumes no liability for any loss or damage arising from any unauthorized use of your password or account by a third party. LYRICAL LEMONADE has the right to deny or deactivate any usernames or URLs for any reason.
  4. GENERAL TERMS.
    1. Ownership of the Products and Products Information. The Products sold or licensed to you are expressly owned by LYRICAL LEMONADE. Unless otherwise noted, the design and content features on or of the Products, including without limitation, information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software, URLs, and the like, as well as the selection, assembly and arrangement thereof (collectively, the “Product Information”), are owned by LYRICAL LEMONADE. All intellectual property rights in the Products are reserved. 
      1. The trademarks, logos, and service marks (“Marks”) displayed on the Products are the property of Lyrical Lemonade. The use of any such Mark is restricted to events, or Products that LYRICAL LEMONADE sponsors or with which we are otherwise affiliated. The use of any Marks is prohibited without the express written consent of the owner of such Mark, except as permitted by applicable laws. Nothing contained on the Products should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark owned by LYRICAL LEMONADE without LYRICAL LEMONADE’s express written consent.
      2. No portion of the Products or Products Information may be reprinted, republished, modified, or distributed in any form without LYRICAL LEMONADE’s express written permission. Further, you must not reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Products or Product Information.
      3. You must not remove any copyright, Mark, or other intellectual property or proprietary notice or legend contained on the Products or Product Information.
      4. While LYRICAL LEMONADE uses reasonable efforts to include accurate up to date information on the Products, LYRICAL LEMONADE makes no warranties or representations as to the accuracy, correctness, reliability or otherwise with respect to such information, and assumes no liability or responsibility for any omissions or errors (including without limitation, typographical errors and technical errors) in the contents of the Products.
    2. Use of the Products. You may use the Products only for lawful purposes and in accordance with the Terms and Conditions. You must not to use the Products: 
      1. To transmit, or procure the sending of, any advertising or promotional material, including without limitation, any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
      2. To impersonate or attempt to impersonate LYRICAL LEMONADE, a LYRICAL LEMONADE employee, another user or any other Person or entity.
      3. To engage in any other conduct that restricts or inhibits any Person’s use or enjoyment of the Products, or which, in LYRICAL LEMONADE’s sole discretion, may harm users of the Products or expose them to liability.
    3. Monitoring and Enforcement; Termination. Without limiting any other right under the Terms and Conditions, we have the right to: 
      1. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Products;
      2. Terminate or suspend your access to all or part of the Products for any reason or no reason, including without limitation, any violation of the Terms and Conditions;
    4. Suspension or Termination of Your Use of the Products. Without limiting any other right of LYRICAL LEMONADE, LYRICAL LEMONADE has the right to suspend or terminate any Product provided to you at any time with or without reason. You agree that all terminations for cause shall be made in LYRICAL LEMONADE’s sole discretion and that LYRICAL LEMONADE shall not be liable to you or any third party for any termination of your account. If you want to terminate the use of any Products provided by LYRICAL LEMONADE, you may do so by notifying LYRICAL LEMONADE at any time, by e-mail at [admin@lyricallemonade.com]
    5. No Endorsement of Links to Other Web Sites. If the Products contain links to other websites or Products provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. You understand that, except for information, products or Products clearly identified as being supplied by LYRICAL LEMONADE, LYRICAL LEMONADE (a) has not reviewed and has no obligation to review such other website or service, (b) has no responsibility for the content of such other website or service, (c) does not endorse any content of such other website or service, (d) makes no representations about such other website or service or any results that may be obtained from such other website or service, and (e) shall not be liable for any damages or injury arising from the content on or your use of such other website or service.
    6. Electronic Communications. When you use the Products or send emails to LYRICAL LEMONADE, you are communicating with us electronically. You consent to receive communications from LYRICAL LEMONADE electronically. LYRICAL LEMONADE may communicate with you by email or by posting notices on the Products. You agree that all communications, including any agreement, notice or disclosure, LYRICAL LEMONADE electronically provides to you satisfy any legal requirement that such communications be in writing. You may give notice to LYRICAL LEMONADE by email at [admin@lyricallemonade.com]. Such notice shall be deemed given when received by LYRICAL LEMONADE. 
    7. Conflict with Other Agreements. The Terms and Conditions are in addition to, and not limitation of, any other agreement between you and LYRICAL LEMONADE or any other applicable terms and conditions found on the Products, including without limitation the LYRICAL LEMONADE Privacy Policy. In the event of any direct conflict between the Terms and Conditions and any other agreement between you and LYRICAL LEMONADE, the provisions of such other agreement shall control but only to extent applicable to the conflicting provisions. 
    8. Waiver. No waiver by LYRICAL LEMONADE of any term or condition set forth in the Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition contained herein, and any failure of LYRICAL LEMONADE to assert a right or provision under the Terms and Conditions shall not constitute a waiver of such right or provision. 
    9. Severability. Except as otherwise provided herein, if any provision of the Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect. 
    10. Headings. The headings used herein are solely for convenience of reference and are not to be used as an aid in the interpretation of the Terms and Conditions. 
    11. Third Party Beneficiaries. Except for third parties identified below in Section 5 (Indemnification), the Terms and Conditions do not confer any third party beneficiary rights. 
    12. Assignment. You may not assign or transfer any of your rights or responsibilities under the Terms and Conditions to any Person without LYRICAL LEMONADE’s express written consent.  Any such assignment by you without LYRICAL LEMONADE’s express written consent shall be void.  LYRICAL LEMONADE may, at any time, without your permission, assign our rights or delegate our obligations hereunder without notice to you in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. 
    13. No Impediment to Compliance with Laws. Nothing in the Terms and Conditions shall prevent LYRICAL LEMONADE from complying with the law. 
    14. Governing Law. These Terms and Conditions shall be governed and construed in accordance with the laws of the state of Illinois without giving effect to its conflicts of laws provisions.
    15. Interpretation. For purposes of the Terms and Conditions, (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to the Terms and Conditions as a whole. Wherever in the Terms and Conditions the masculine, feminine, or neuter gender is used, it will be construed as including all genders, and wherever the singular is used, it will be deemed to include the plural and vice versa, where the context so requires.
    16. Force Majeure. LYRICAL LEMONADE shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, pandemic, plague, government shut down, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    17. Survival. Notwithstanding anything to the contrary herein, Sections 1(a), 1(c), 4(a), 4(c), 4(e),  4(n), 4(q), 5, 6, 7 and 8 hereof shall survive cessation of use of the Products or the termination of the Terms and Conditions.
  5. INDEMNIFICATION.  
    1. You agree to defend, indemnify and hold harmless the LYRICAL LEMONADE, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the Terms and Conditions or your use of the Products, or your use of any information obtained from the Products. You will cooperate as fully as reasonably required in LYRICAL LEMONADE’s defense of any claim. LYRICAL LEMONADE reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without LYRICAL LEMONADE’s written consent.
  6. DISCLAIMER OF WARRANTIES.
    1. You understand that LYRICAL LEMONADE cannot and does not guarantee or warrant that the LYRICAL LEMONADE website, mobile application, or the Products will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Products for any reconstruction of any lost data. LYRICAL LEMONADE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PRODUCTS OR ITEMS OBTAINED THROUGH THE PRODUCTS OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE PRODUCTS, OR ON ANY WEBSITE OR SERVICE LINKED TO IT.
    2. YOUR USE OF THE PRODUCTS OR ITEMS OBTAINED THROUGH THE PRODUCTS IS AT YOUR OWN RISK. THE PRODUCTS AND ITEMS OBTAINED THROUGH THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER LYRICAL LEMONADE NOR ANY PERSON ASSOCIATED WITH LYRICAL LEMONADE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PRODUCTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  7. LIMITATION ON LIABILITY; RELEASE OF CLAIMS; LIMITATION ON TIME TO FILE CLAIMS.
    1. Limitation on Liability.  IN NO EVENT WILL LYRICAL LEMONADE, ITS AFFILIATES OR THEIR LICENSORS, ITS SUBSIDIARIES, IF ANY, ITS THIRD PARTY SERVICE PROVIDERS, SUPPLIERS, VENDORS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS AND CONDITIONS, ANY DONATIONS THROUGH THE PRODUCTS, YOUR ACCESS TO OR INABILITY TO ACCESS THE PRODUCTS, INCLUDING WITHOUT LIMIATION, YOUR USE OF THE PRODUCTS, THE INFORMATION OR MATERIALS AVAILABLE THROUGH THIRD PARTY WEBSITES LINKED TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. UNDER NO CIRCUMSTANCES WILL LYRICAL LEMONADE BE LIABLE TO YOU FOR MORE THAN FIFTY DOLLARS ($50.00). THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    2. Release of Claims.  YOU HEREBY AGREE TO RELEASE LYRICAL LEMONADE, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS AND VENDORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “CLAIMS”), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PRODUCTS. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor”.
    3. Limitation on Time to File Claims.  ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  8. DISPUTE RESOLUTION.  
    1. Arbitration.  Any dispute, controversy or claim arising out of, relating to, or in connection with the Products or the Terms and Conditions, shall be finally resolved by binding arbitration.  This agreement to arbitrate applies to, but is not limited to, all disputes arising out of or in connection with the Products, the construction or application of the Terms and Conditions, all claims arising under federal, state, or local statutory or common law, including: claims of breach of covenants, breach of contract or breach of the covenant of good faith and fair dealing, tort claims, and any other claims of illegality or breach of any right which a party might hold with respect to the other whether arising out of or in connection with the Products, these Terms and Condition, or otherwise.  The arbitration shall be governed in accordance with the laws of the Illinois.  The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.  The arbitration shall take place in Chicago, Illinois before a single neutral JAMS arbitrator.   After the appointment of the arbitrator, the parties shall have the right to take depositions and to obtain discovery by other means regarding the subject matter of the arbitration as if the matter were pending in the United States District Court located in Chicago, Illinois, although the arbitrator may, for good cause shown, limit the nature and extent of such discovery and establish or modify the schedule relating to any discovery requests or applications relating thereto.  The arbitrator must follow applicable law.  The award of the arbitrator shall be conclusive and binding.   Judgment on the award may be entered in any court having jurisdiction.  The parties shall maintain the confidential nature of the arbitration proceeding and the arbitrator’s award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.  All fees and expenses of the arbitrators and all other expenses of the arbitration shall be borne by the parties equally (i.e., 50% for each party).  The parties are responsible for their own attorney’s fees in connection with the arbitration.  THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THESE TERMS AND CONDITIONS, INCLUDING THIS AGREEMENT TO ARBITRATE, DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING.  THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.  The arbitral tribunal shall have the power to determine the validity or enforceability of the agreement to arbitrate solely on an individual basis.  In the event the prohibition on class arbitration is deemed invalid or unenforceable by a court, then the remaining portions of the arbitration agreement will remain in force.  The right to rule on any challenge to the arbitral tribunal’s jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate is reserved to the courts.
    2. Small Claims Court.  Notwithstanding anything in Section 8(a) to the contrary, you may elect to pursue your claim in small claims court of any State in the United States of America, rather than arbitration if you provide us with written notice of your intention to do so; provided that the small claims court proceeding will be limited solely to your individual dispute or controversy.  However, if such claim is transferred, removed or appealed to a different court, we may then choose to arbitrate, and you must submit the dispute or controversy to arbitration in accordance with Section 8(a).
    3. Venue.  Subject to Section 8(a) and Section 8(b), any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Products shall be instituted exclusively in the federal courts of the United States or the courts of Illinois, in each case located in the City of Chicago, Illinois (and the courts competent to determine appeals from those courts).  YOU WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.
  9. CONTACT.
    1. Questions about the Terms of Service should be sent to us at admin@lyricallemonade.com or contact@lyricallemonade.com or call us at (630) 551-5173
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