Terms of Use – Remark

Introduction

Welcome to Remark. You may be visiting this Website and/or accessing our Service as a Website Visitor, Customer, or End User. Each party has a different role vis-à-vis the Service as more particularly described below in “Customers, End Users, Website Visitors, and Experts”. Regardless, these Terms of Use govern your access to and use of https://www.withremark.com/ (the “Website”), including any content, functionality, and services offered on or through the Website.

Remark provides a proprietary, multi-product platform that includes guided shopping enablement tools (e.g., chat, recommendations) that allow an End User visiting a Customer Website to request guided shopping from industry experts through synchronous live platforms (e.g., chat, video, audio), and personalized recommendation tools (e.g., user generated content, reviews, asynchronous recommendations). To facilitate the Service, Remark installs the Remark Technology on Customer’s Website and an Expert provides the guided shopping experience through the Service.

Acceptance of the Terms of Use

These terms of use, together with any documents they expressly incorporate by reference (collectively, the “Terms of Use”), are entered into by and between you as an individual or you on behalf of the entity you represent (“you”) and 97 Labs Inc., a Delaware corporation doing business as “Remark” (“Remark”, the “Company,” “we,” or “us”), and govern your access to and use of the Services. By using our Website and/or Service, you agree to these Terms of Use. Please read them carefully.

The Service is offered and available to users who 18 years of age or older. By using the Website and/or Service, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service.

Defined Terms

“Customer” means an entity or organization that has contracted with Remark to access our Service.
“Customer Expert” means an individual provided by Customer to provide guided shopping to End Users through the Service on Customer’s Website.
“Customer Website” means the website, web property, application, or other digital interface through or on which Customer utilizes the Service.
“End User” means an individual who visits Customer’s Website and utilizes the Service as provided through Customer’s Website.
“Expert” means both Remark Experts and Customer Experts.
“Remark Expert” means an industry expert provided by Remark who provides advice through the Service.
“Remark Technology” means the proprietary, multi-product platform that enables End Users to access a guided shopping experience and the guided shopping widget installed on Customer’s Website.
“Service” means the Website and the Remark Technology, which allow an End User visiting a Customer Website to request guided shopping from industry experts through synchronous live platforms (e.g., chat, video, audio), and personalized recommendation tools (e.g., user generated content, reviews, asynchronous recommendations).
“Website Visitor” means an individual who visits our Website outside the context of our Customers’ use of the Service.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Service following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Customers, End Users, Website Visitors, and Experts

You may be interacting with our Service in several different ways as follows:

You may be a Website Visitor who accesses our Website without utilizing our Service.
You may be an End User who visits a Customer Website and utilizes our Service on such Customer Website.
You may be a Customer (or potential customer) who purchases from Remark rights to use the Service on your own website.
You may be an Expert who provides services through our Service.

Regardless of the manner in which you interact with our Website and/or Service, such interaction and use is governed by these Terms.

Accessing the Service and Account Security

We reserve the right to withdraw or amend this Website and the Service, and any service or material we provide on the Website or through the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Service.
Ensuring that all persons who access the Service through your internet connection are aware of these Terms of Use and comply with them.

To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide through the Service is correct, current, and complete. You agree that all information you provide to register with the Service or otherwise, including, but not limited to, through the use of any interactive features in the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Service or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

These Terms of Use do not transfer from Remark to you any Remark or third party intellectual property or rights therein, and all right, title, and interest in and to such property will remain (as between the parties) solely with Remark. Remark, withremark.com, the Remark logo, the name “Remark”, and all other trademarks, service marks, graphics and logos used in connection with our Website or our Service, are trademarks or registered trademarks of Remark or Remark’s licensors. Other trademarks, service marks, graphics and logos used in connection with our Service may be the trademarks of other third parties. Your use of our Website or our Service grants you no right or license to reproduce or otherwise use any Remark or third-party trademarks.

Prohibited Uses

You may use the Service only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Service:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm the Company or users of the Service, or expose them to liability.

Additionally, you agree not to:

Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
Use any manual process to monitor or copy any of the material on the Service, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Service.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Service.

User Contributions

The Service may contain chat functionality, reviews, profile information, product rankings, product recommendations, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Service. All User Contributions must comply with the Content Standards set out in these Terms of Use. For avoidance of doubt, User Contributions include all content transmitted through the Service (including the Remark Technology), which includes all End User questions and information and Expert advice exchanged therein, including images and recommendations.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution through the Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Service.

Monitoring and Enforcement; Termination

We reserve the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot undertake to review all material before it is posted on the Service and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards (“Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement and DMCA Policy

As Remark asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by our Service violates your copyright, you are encouraged to notify Remark (legal@outdoorly.com) in accordance with Digital Millennium Copyright Act of 1998. Remark will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Remark will terminate a visitor’s access to and use of the Website and/or Service if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Remark or others. In the case of such termination, Remark will have no obligation to provide a refund of any amounts previously paid to Remark.

Reliance on Information Posted

The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website and/or user of the Service, or by anyone who may be informed of any of its contents.

This Service may include content provided by third parties, including materials provided by other users and Experts. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Remark, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Service

We may update the content on this Website or within the Service from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website and Use of Our Service

All information we collect on this Website or through our Service is subject to our Privacy Policy. By using the Website and/or Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Purchasing Services

All purchases of our Service are governed by our Remark Platform Terms of Service (the “Platform Terms”) available to each Customer in its Remark account dashboard or upon request by email to legal@outdoorly.com. The Platform Terms are hereby incorporated into these Terms of Use.

Links from the Service

If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Service is based in the United States of America. We provide this Service for use only by persons located in the United States and Canada. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States or Canada. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States or Canada, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

Our Website and Service are provided “as is”. Remark and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Remark nor its suppliers and licensors, makes any warranty that our Website and/or Service will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Website and/or Service at your own discretion and risk.

Remark further disclaims any and all liability relating to any advice, guidance, recommendations, and/or any communication (the “Expert Communication”) from an Expert to an End User. Remark has no control over Expert Communications, makes no warranties about the quality or accuracy of Expert Communications, and disclaims all liability related to any Expert Communication.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF REMARK AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICES IN THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION. THE LIMITATION OF LIABILITY SET OUT ABOVE DOES NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to indemnify and hold harmless Remark, its affiliates, contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Website and/or the Service, including but not limited to your violation of these Terms of Use.

Governing Law and Jurisdiction

All matters relating to the Website, the Service, and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). The federal courts of the United States located in Remark’s principal place of business shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Website, the Service and these Terms of Use. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICE, AND/OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use 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 of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, and the Platform Terms constitute the sole and entire agreement between you and Remark regarding the Website and the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and the Service.

Your Comments and Concerns

The Service is operated by 97 Labs Inc., d/b/a Remark, 276 5th Avenue, Suite 704-3007, New York, NY 10001.

All notices of copyright infringement claims should be sent to copyright@outdoorly.com. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to legal@outdoorly.com.