Date of last update: November 8, 2017
These terms of sale (“Terms”) apply to all orders accepted by YouV Labs, Inc. (“Shade”, "We") for the sale of its personal ultraviolet sensor (“Sensor”), except in the case that you and Shade have executed a written agreement that supersedes these Terms. To the extent the Sensors contain or consist of software in any form (“Software”), such Software is licensed to you, not sold, and only in accordance with the section entitled “Software License”, below. Terms such as “sell” and “purchase”, as used in these Terms, apply only to the extent the Sensors consist of items other than Software.
You can browse and place orders for our Sensors through, www.wearshade.com/store (the “Shade Store”). We’ll ask you for your e-mail address, shipping and billing address, and other information so we can fulfill your order. When you place an order, Shade’s third-party payment service provider will collect your credit card details and charge your credit card account in connection with the order, and you agree to make all applicable payments in connection with any order placed by you. Shade does not view or store your credit card information. We store your shipping address so we can process your order through our fulfillment partner. For more information on Shade’s data use practices please see the Shade Privacy Policy.
By placing an order through the Shade Store, you agree that: (i) any credit card information supplied by you is true and complete; and (ii) you will pay the applicable price listed. Sensors purchased by you are for personal or gift use and not for commercial use.
Shade can withdraw Sensors from the Shade Store at any time and for any reason. Prices listed through the Shade Store are stated in U.S. dollars, and include any shipping and handling charges or applicable taxes. All Sensor prices are subject to change at any time.
All orders are subject to acceptance by Shade. After you place an order, you will receive an email from Shade confirming that Shade has received it. Acceptance of your order will occur upon your receipt of another email from Shade containing a shipping confirmation, tracking number and carrier information. If an order is on back order, we’ll send you an email indicating that this is the case, followed by another email when the items in question are in stock containing a shipping confirmation, tracking number and carrier information. Shade reserves the right not to accept your order for any reason or no reason. Shade reserves the right to restrict multiple quantities of a Product being shipped to any one customer or postal address.
Purchases made through the Shade Store are intended for end users only, and are not authorized for resale.
Shade will pack the Sensors in accordance with its standard practices. Title to the Sensors (except to the extent that the Sensors consist of Software) and risk of loss will pass to you upon Shade’s delivery of the Sensors to the carrier. You acknowledge that all scheduled shipment dates are estimates only. Shade will make reasonable efforts to meet the scheduled shipment dates, but in no event will Shade be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
If you are unsatisfied with any Sensor purchased from the Shade Store for any reason, you will have thirty (30) days from the date of purchase to request a full refund. For full details on the return process, please see the Shade Returns and Warranty.
Shade warrants to the original purchaser that your Sensor shall be free from defects in materials and workmanship under normal use for a period of one (1) year from the date of purchase. For full details on the Limited Product Warranty, please see the Shade Returns and Warranty.
You acknowledge that you have verified the compatibility of the Sensors you are purchasing with other required equipment (e.g., ensuring that your mobile device and/or operating system system is compatible with the Sensor). You are solely responsible for determining the compatibility of the Sensors with other equipment, and you accept that lack of compatibility is not a valid claim under the warranty provided with your Sensors and does not otherwise constitute a basis for receiving a refund after the 30 day refund policy identified above.
IN NO EVENT WILL SHADE BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE SENSORS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE SENSORS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT SHADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SHADE AND YOU HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SHADE’S LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO SHADE BY YOU FOR THE SENSOR THAT GIVES RISE TO THE CLAIM. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Shade grants to you a nonexclusive, nontransferable license to use the Software, in executable form, solely as embedded in the Sensors, solely for your internal, non-commercial use. You may not copy or modify the Software. You acknowledge that the Software contains trade secrets of Shade, and, in order to protect such trade secrets, you agree not to disassemble, decompile or reverse engineer the Software nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Shade reserves all rights and licenses in and to the Software not expressly granted to you under this Agreement.
You agree that any dispute between you and Shade arising out of or relating to these Terms, or any other Shade sensors or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
The Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles.
We want to address your concerns without needing a formal legal case. Before filing a claim against Shade, you agree to try to resolve the Dispute informally by contacting team@wearshade.com. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Shade may bring a formal proceeding.
You and Shade agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
You can decline this agreement to arbitrate by contacting legal@wearshade.com within 30 days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration agreement.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, New York City, New York, or any other location we agree to.
The AAA rules will govern payment of all arbitration fees. Shade will pay all arbitration fees for claims less than $75,000. Shade will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Either you or Shade may assert claims, if they qualify, in small claims court in New York City (NY) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Shade Sensors or services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
You may only resolve Disputes with Shade on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed under our agreement.
In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Shade agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York County, New York. Both you and Shade consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Shade Sensors or services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
You may not assign or transfer these Terms, or any order accepted by Shade hereunder, in whole or in part, by operation of law or otherwise, without Shade’s express prior written consent. Any attempt to do so, without Shade’s consent, will be null and of no effect. Shade may freely assign these Terms.
Shade will not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
The failure by Shade to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms constitute the complete and exclusive agreement between Shade and you regarding its subject matter and supersedes all prior or contemporaneous quotations, agreements, communications or understandings, whether written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by duly authorized representatives of each party.
You will not export or re-export, directly or indirectly, the Sensors, or any technical information related thereto, or any direct sensor thereof, to any destination or person prohibited or restricted by the export control laws and regulations of the United States, without the prior authorization from the appropriate governmental authorities.
All notices required or permitted to be given under these Terms will be in writing and will be deemed given: (i) upon actual delivery, if made by personal service; (ii) three (3) days after mailing, if made by U.S. certified or registered mail; and (iii) one (1) business day after delivery to the courier or overnight delivery service, if made by courier or overnight delivery service. All notices will be addressed to such address as the party who is to receive the notice so designates by written notice to the other.
Shade
215 West 125th street, 4th floor
New York, NY, 10027
team@wearshade.com