Introduction – Welcome! You have arrived at a website or mobile Internet site operated by Sydyesmart, Inc. (“Sydyesmart”, “we,” “our,” or “us”). Each website or mobile Internet site shall be referenced as a “Site” or collectively, the “Sites”, however it is accessed and/or used, whether via personal computers, mobile devices or otherwise.
PLEASE NOTE THAT THESE TERMS REQUIRE THAT DISPUTES BE RESOLVED ONLY BY FINAL AND BINDING ARBITRATION (AND NOT BY COURT LITIGATION) IN THE COUNTY OF THE BILLING ADDRESS ASSOCIATED WITH YOUR ACCOUNT, OR YOUR PURCHASE IF NO ACCOUNT EXISTS. THIS MEANS THAT YOU WAIVE ANY RIGHT TO JURY TRIAL, AND WAIVE ANY RIGHT TO BRING CLASS ACTIONS AGAINST US.
1. Account Registration
Certain areas of the Sites may require registration or may otherwise ask you to provide information to participate in certain features, such as to purchase products, in order to participate in a loyalty rewards program (such as our Sydyesmart Guest List loyalty program), receive electronic newsletters or mobile alerts, to participate in social networking activities, or to access certain Materials, use our User Forums, or post User Content. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to participate in certain features of the Sites. When you provide information to the Sites, you agree to provide only true, accurate, current and complete information. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof).
If you register on the Sites and/or create a personal profile, you agree to accept responsibility for all activities that occur under your account (“Account”) or password, if any, and you agree you will not sell, transfer or assign your membership or any membership rights to your Account. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other Internet access device, as applicable) so that others may not access the password protected portions of the Sites using your name in whole or in part. Sydyesmart reserves the right to terminate your Account or otherwise deny you access in its sole discretion without notice and without liability.
Furthermore, you are entirely responsible for any and all activities that occur under your Account. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security of which you become aware of.
2. Ordering Products and Services
(a) Products and Services Offered on the Sites
You need a valid credit or payment card (except to the extent we permit purchases with PayPal, gift cards, gift certificates, promotional or discount codes, or similar forms of payment), with full authority to use it, to submit an order for merchandise, digital music and media or other products or services through our Sites. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. You may be asked to supply certain information relevant to your transaction including, without limitation, your credit or payment card number, the expiration date of your credit or payment card, your billing address, and your shipping information. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf to purchase products or services from the Sites. You understand that we will not be liable in the event that others acting with or without your permission use your credit or payment card to make purchases on the Sites. Certain products that you purchase and/or download on or through the Sites may be subject to Additional Terms presented to you at the time of such purchase or download.
(b) Prices; Colors; Availability
All prices listed on the Sites are subject to change. In the event a product or service is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, we shall have the right, prior to the acceptance of your order pursuant to our Order Acceptance Policy described below, to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit or payment card has already been charged for the purchase and we cancel your order, we shall issue a credit to your credit or payment card account in the amount of the charge. Please note that the colors of items and products may depend on your monitor and may not be correctly displayed.
Please keep in mind that while we might offer a variety of merchandise, digital music and media, and other products and services for sale on the Sites, we cannot guarantee availability at a particular time; and certain products or services available in our stores might not be available on the Sites, and vice versa. We reserve the right to change our merchandise, digital music and media content and other products and service offerings, both in-store and online, at any time. We also reserve the right to change contents, features and offerings, and adjust accessibility of the Sites from time to time in our discretion.
(c) Order Acceptance Policy
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We reserve the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. We may require additional verifications or information before accepting any order. Your order is not accepted until we send you shipping information for the order (or the accepted portion thereof). Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that (a) we will issue a credit to your credit or payment card account in the amount charged for the canceled portion or the quantity not provided (if your credit or payment card has already been charged for the order) or (b) we will not charge your credit or payment card for the canceled portion of the order or the quantity not provided.
(d) Payment Terms
For each product or service that you order on the Sites, you agree to pay the price applicable for the product or service (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. Sydyesmart will automatically bill your credit card or other form of payment submitted as part of the order process for such price. If payment is not received by your credit or payment card issuer or its agents, you agree to pay all amounts due upon demand by us.
(e) Sales Taxes
Sales taxes, or other taxes, duties, customs, import/export charges, or similar governmental charges are not included in the price of the products. We shall automatically charge and withhold the applicable sales tax for orders to be delivered to addresses within the United States in accordance with our order policy in effect at the time of purchase. Each customer shall be solely responsible for all sales taxes, or other taxes, duties, customs, import/export charges, or similar governmental charges (except for taxes on Sydyesmart’s net income), on orders shipped outside the United States.
(f) Exchange/Return Policy
All purchase transactions, excluding purchases for custom apparel and digital music and media content offered for permanent download (“Digital Media Purchases”), are subject to Sydyesmart’s exchange/return policy in effect at the time of purchase. For reference, the current form of our exchange/return policy is available at https://sydyesmart.shop/ We may modify our return policies from time to time so you should check these each time prior to making a purchase. Please pay close attention to detail, spelling and color to ensure correct approval before printing custom apparel. Sydyesmart will not refund or replace any item due to incorrect spelling, color or design. Returns and/or refunds are limited solely to apparel with fabric that is materially flawed or the printing on an item is below quality standards. On occasion, technical and other problems may delay or prevent delivery of Digital Media Purchases. Your exclusive and sole remedy in respect of Digital Media Purchases that is not delivered within a reasonable period of time will be either replacement of such Digital Media Purchase, or a refund of the purchase price paid for such Digital Media Purchase, as determined by us in our sole and absolute discretion.
The Sites may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes or promotion.
4. Ownership of Site Materials
(a) Materials. The Sites (including past, present and future versions) and all materials that are included in or are otherwise a part of the Sites, including, without limitation: graphics; layout; text; content; instructions; images; audio; videos; digital media offered by streaming (but specifically excluding Digital Media Purchases) designs; advertising copy; trademarks; logos; domain names; trade names; service marks and trade identities; any and all copyrightable material (including source and object code); the “look and feel” of the Sites; the compilation, assembly and arrangement of the materials of the Sites; and all other materials related to the Sites (collectively, the “Materials”) are owned, controlled or licensed by Sydyesmart, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by Sydyesmart, no rights (either by implication, estoppel or otherwise) are granted to you. Any and all rights to use any Materials not expressly granted to you under these Terms are hereby reserved for Sydyesmart and/or its members, subsidiaries, affiliates or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way Sydyesmart’s rights to exploit fully any or all of the Materials. You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Materials, or take any action whatsoever in derogation of Sydyesmart’s rights therein, or in breach of, any provisions contained in these Terms.
(b) Copyright/Trademarks. The entire contents of the Sites (including the Materials) are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, Sydyesmart owns a copyright in the selection, coordination, arrangement and enhancement of the Materials on the Sites. Third-party content providers own the copyright in content that is original to them. Trademarks and service marks, such as the Sydyesmart and Blackheart names and logos, and the Sites’ URLs are the service and trademarks of Sydyesmart. Without Sydyesmart’s prior written permission, you agree not to display or use, in any manner any such marks and all goodwill associated with any use by you thereof will inure exclusively to Sydyesmart. The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of Sydyesmart, unless and except as is expressly provided in these Terms. Any unauthorized use of the Materials is prohibited. You agree to abide by any and all additional trademark and copyright notices, information or restrictions contained in any part of the Sites.
5. Information You Submit
(a) User Content. The Sites may provide you and others with the opportunity to participate in forums, blogs, message boards, social networking, and other communication (collectively, “User Forums”) and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Sydyesmart or the Sites, including, without limitation, Designs (defined below), photographs, writings, music, video, audio recordings, computer graphics, pictures, data, questions, comments, suggestions or personally identifiable information (collectively, “User Content”).
(c) License to Sydyesmart for User Content. You grant to Sydyesmart the unrestricted, unconditional, non-exclusive, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats; on or through any media, software, formula or medium now known or hereafter developed; and with any technology or devices now known or hereafter developed and to advertise, market and promote the same. You further agree that Sydyesmart is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Sites or Sydyesmart, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such User Content; or creating informational articles based on or advertising our products and services, and without compensation of any kind. You further perpetually and irrevocably grant Sydyesmart the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation or compensation to you. You also grant to Sydyesmart the right to sub-license and authorize others to exercise any of the rights granted to Sydyesmart under these Terms; and each such third party will be entitled to benefit from the rights and licenses granted to Sydyesmart under these Terms. You further authorize Sydyesmart to publish your User Content in a searchable format that may be accessed by users of the Sites and the Internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
(d) Sydyesmart’s Obligations Regarding User Content. You agree that Sydyesmart has no obligation to pre-screen, monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees’ licensed rights to your User Content. You further acknowledge and agree that Sydyesmart will not have any obligation to, but may review, monitor, display, accept or exploit any User Content and Sydyesmart may, in its sole discretion, delete, edit, distribute, move, block access, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice or liability; provided, however, that Sydyesmart reserves the right to treat User Content on the Sites, or on certain portions of the Sites, as content stored at the direction of users for which Sydyesmart will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth in our User Forums Rules (defined below) when notice of such violations are directed to Sydyesmart’s attention.
Sydyesmart is not in any manner responsible for the User Content. Any opinions, advice, statements, or other information contained in User Content made available on the Sites are those of the respective author(s) or distributor(s) and not of Sydyesmart. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such User Content.
You acknowledge that by providing you with the ability to view User Content on the Sites, Sydyesmart is not undertaking any obligation or liability relating to any such User Content, including without limitation any liability arising under the laws relating to copyrights, trademarks, defamation, privacy or obscenity or any other applicable law. User Content posted may not be maintained on the Sites by us for any period of time, we may delete it at our discretion and you have no right to access or control any User Content that you provide. You agree and understand that Sydyesmart is not obligated to use User Content and that you will not receive any consideration or compensation for your User Content or for any exploitation of it.
(e) Your Obligations Regarding User Content. You agree that you need to evaluate, and bear all risks associated with, the use of any of User Content, including, but not limited to, any reliance on the accuracy, completeness, or usefulness of User Content. As Sydyesmart may not pre-screen User Content, you bear legal responsibility for others’ exposure to any offensive indecent or objectionable content in User Content.
6. User Interactions and Disputes
You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.
7. Copyright Policy
(a) DMCA. You may not use the Sites for any purpose or in any manner that infringes the rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”) (text at http://www.copyright.gov), Sydyesmart has a designated contact for receiving notices of copyright infringement and we follow the notice and take down procedures of the DMCA. We have a policy of terminating the Accounts of users who (in our reasonable discretion) are repeat infringers.
(b) Procedure. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact Sydyesmart at the address and email listed below and provide the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. § 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
8. Third Party Links and Content
9. Linking Policy
Sydyesmart grants you revocable permission to link to the Sites; provided, however, that your web site, or any third party web sites that link to the Sites: (a) cannot frame or create a browser or border environment around any of the content on the Sites or otherwise mirror any part of the Sites; (b) cannot imply that Sydyesmart or the Sites are endorsing or sponsoring it or its products, unless Sydyesmart has given its prior written consent; (c) cannot present false information about, or disparage, tarnish, or otherwise, in Sydyesmart’s sole opinion, harm Sydyesmart or its products or services; (d) cannot use any Sydyesmart trademarks without the prior written permission from Sydyesmart; (e) cannot contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Sydyesmart’s sole opinion); and (f) has to be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Sites, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, Sydyesmart reserves the right to prohibit linking to the Sites for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.
10. Disclaimer of Warranties
THE SITES, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Sydyesmart AND ITS PARENT, SUBSIDIARIES OR AFFILIATES AND EACH OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, AGENTS, VENDORS, AND CONTRACTORS (COLLECTIVELY, THE “Sydyesmart PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITES; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITES; (C) USER CONTENT; (D) THE DOWNLOADABLE ITEMS AND EMBED CODE; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITES; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SITES; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM Sydyesmart OR VIA THE SITES. IN ADDITION, THE Sydyesmart PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE Sydyesmart PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITES OR THE SERVER THAT MAKES THE SITES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR OTHER MALWARE. THE Sydyesmart PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE Sydyesmart PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE Sydyesmart PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.
BY ACCESSING OR USING THE SITES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITES.
11. Termination and Modifications
(a) Termination. Sydyesmart reserves the right to terminate your access to and use of the Sites, including, without limitation your Account, in its sole discretion, without notice and liability, including, without limitation, if Sydyesmart believes your conduct fails to conform with these Terms. Sydyesmart also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Sites or Sydyesmart. Any violation, or potential violation, of these Terms may be referred to law enforcement authorities.
(b) Modifications. Sydyesmart reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials available on the Sites, without limitation, in whole or in part, including the cessation of all activities associated with the Sites, with or without notice. You agree that Sydyesmart will not be liable to you or to any third party for any modification, suspension or discontinuance of the Sites or any part thereof.
(c) What happens upon Termination? Upon termination of your access to the Site(s) and/or your Account, or upon demand from Sydyesmart, all rights granted to you under these Terms will cease immediately, and you agree that you will: (a) immediately discontinue use of the Sites, including links to the Sites; and (b) destroy all Materials obtained from the Sites and all related documentation.
12. Location of Sites and Territorial Restrictions
The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Sydyesmart to any registration requirement within such jurisdiction or country. Sydyesmart controls and operates the Sites from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Sites are appropriate for use or access in other locations. Anyone using or accessing the Sites from other locations does so on their own initiative and are responsible for compliance with United States’, and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Sites and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
13. Updates to Terms
Sydyesmart reserves the right to modify or add to these Terms or any Additional Terms, at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Sites so that they are accessible via a link on the home page of the Sites, and that your use of the Sites after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Additional Terms before using the Sites. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Sites from that point forward.
The failure of Sydyesmart to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Sydyesmart’s rights with respect to such breach or any subsequent breaches. No waiver by Sydyesmart of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized office of Sydyesmart. Sydyesmart may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without Sydyesmart’s prior written consent. If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. You agree that these Terms will not be construed against Sydyesmart by virtue of having drafted them.
If you have any questions regarding these Terms, please contact our Internet Administrator at: [email protected]