Welcome to Newlabelwholesale.com (the "Website"), and thank you for being a part of the Newlabel community! Newlabel is an online wholesale marketplace available to you through the Website. The Website is owned and operated by Newlabel Inc. ("Newlabel”, "we”, and "our”).
If you have any questions, please feel free to contact Newlabel’s support team or visit our help center.
These Terms constitute a legally binding contract between you and Newlabel. By entering, visiting, or using the Website and/or Services in any other manner, you indicate your acceptance of these Terms. If you do not agree to these Terms, you may not access the Website and/or Services.
PLEASE NOTE THAT THESE TERMS REQUIRE THE USE OF ARBITRATION (ON AN INDIVIDUAL BASIS ONLY; I.E., CASE CONSOLIDATIONS AND CLASS ACTIONS ARE NOT PERMITTED) IN ORDER TO RESOLVE DISPUTES. THIS MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY AND WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. YOU CAN OPT OUT OF ARBITRATION UNDER THE TERMS OUTLINED BELOW, IN WHICH CASE DISPUTES WILL BE DECIDED IN COURT.
3. Information About Your Newlabel Account
Account Registration. To use certain Services on the Website, you'll need to create an account with Newlabel ("Account”). You may register as either (i) a "Buyer” in order to purchase products offered for sale on the Website by third-party wholesale manufacturers, or (ii) a "Seller” in order to offer for sale your fashion and other related products to Buyers on the Website ("Products”). You may register as a Buyer through the Website. To register as a Seller, you must submit an application to register an Account and be approved by Newlabel, as detailed on the Website. Depending on your Account type, different features and services will be available to you on the Website. Newlabel may refuse to open an Account for any individual or entity at its sole discretion.
Registration Requirements. Before you make an Account, please familiarize yourself with the following rules:
1. To register for our Services, you must be at least 18 years of age. If you are under 18, you cannot create an account by yourself and your parent or guardian will need to create an account for you. Any activity through such account must be permitted and supervised by your parent or guardian. If you are under 13, you cannot access or use our Services.
2. You are responsible for ensuring that all registration information you provide to Newlabel is accurate. You may not represent yourself as another person or entity through your Newlabel Account.
3. All activity on your Account is your sole responsibility. You are responsible to keep your Account’s password confidential and secure. Please immediately notify us of unauthorized use of your Account.
4. By registering an account to the Services, you hereby represent and warrant that (i) any and all registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are 18 years of age or older and have the ability to form a binding contract; and (iv) if you are registering an Account on behalf of an entity, you are authorized to enter into, and bind such entity to these Terms and register for the Services.
4. Rights, Responsibilities, and Permissions for Your Content on Newlabel
You may submit, upload or post certain images, videos, documents, text, reviews and other materials on or through the Services ("User Content”). However, there are limitations as to what you may submit as User Content, and there are specific ways in which we may use User Content once you submit it.
Here's what you should know about the rights, licenses, and permissions surrounding your User Content:
Submission of User Content. Newlabel has no obligation to accept, display, or maintain any User Content. Newlabel reserves the right to remove and permanently delete any User Content submitted by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Platform.
Rights to User Content. You understand that you are solely responsible for any User Content you submit or upload through the Services. You represent and warrant that (i) you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit or post on or through the Services; and (ii) any User Content that you submit or post on or through the Services complies with applicable law and does not infringe or violate any intellectual property or other rights of any third-party.
License Granted to Newlabel. By posting Your Content through our Services, you grant Newlabel a fully paid, royalty-free, worldwide, non-exclusive license to use, sublicense, distribute, reproduce, modify, adapt, and display any User Content (in whole or in part) for the purposes of (i) providing the Services, including making User Content available to other users on the Service; and (ii) improving the Services.
We want to be transparent about how we may use Your Content, so allow us to provide a few potential scenarios. Let's say you upload a listing photo to your shop on Newlabel. By doing so, you grant us permission to display that photo to Buyers and to crop or resize it so that it looks its best across all our platforms (desktop and mobile).
How We Deal with Unauthorized User Content. If you see content that belongs to you or content for which you own the rights posted on our Website without your permission, please be contact us immediately. If you are accused of infringing someone's intellectual property with User Content, we may take several steps depending on what we deem appropriate. These steps may include disabling the offending content or, if you have repeatedly violated these rules, terminating your Account.
Restrictions on What You Can Post. We don't allow posting certain types of User Content on the Services. This is both for legal reasons and so that we can provide a welcoming community to all users. You agree that you will not post, transmit, submit or upload any User Content to the Website and/or Services that:
- restricts or inhibits use of the Website and/or Services;
- imposes an unreasonably or disproportionately large load on our infrastructure;
- stores, contains or transmits anything that contains any virus, worm, trojan horse, or other harmful or disruptive component;
- violates the legal rights of others, including defaming, abuse, stalking or threatening users;
- infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party;
- is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, misleading, pirated, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, or unauthorized, activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
- does not comply with all applicable laws, rules and regulations; or
- posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following: (i) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, (iii) material that is defamatory, harassing or threatening, (iv) pornography or obscene material, or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
We Take No Responsibility for Any User Content. Using our Services, you may encounter User Content you find inappropriate or offensive. We make no representations concerning any User Content posted by users through the Services. Newlabel is not responsible for the accuracy, legality, or decency of User Content posted by other users that you accessed through the Services.
NEWLABEL DOES NOT ENDORSE ANY USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY USER CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE USER CONTENT.
5. Using These Services
License to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services only for your personal or internal business purposes in connection with the sale or purchase of Products subject to the terms and conditions of these Terms..
Restrictions on Use. While using the Website and/or Services, you must refrain from:
- breaching the Terms or any other applicable rules and instructions that we may convey with respect to the use of the Website and/or Services;
- engaging in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law;
- interfering with, burdening or disrupting the functionality of the Website and/or Services;
- breaching the security of the Website and/or Services or identifying any security vulnerabilities in it;
- copying, reverse engineering, modifying or creating derivative works of the Website and/or Services;
- circumventing or manipulating the operation or functionality of the Website and/or Services, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Website and/or Services;
- using or launching any automated system, including without limitation robots, crawlers and similar applications to collect and compile content from the Website and/or Services;
- displaying the Website and/or Services or any part thereof in an exposed or concealed frame, or linking to elements or portions of the Website and/or Services, independently from the manner on which they originally appear or are made available through the Website and/or Services;
- impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;
- collecting, harvesting, obtaining or processing personal information of or about other users of the Website and/or Services;
- accessing or using the Website and/or Services in order to develop or create a similar or competitive Website and/or Services;
- obtaining or attempting to obtain any materials or information through any means not intentionally made available or provided for through the Website and/or Services; and
- violating any applicable laws or regulations.
WE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE WEBSITE AND/OR SERVICES. WE MAY SUSPEND OR TERMINATE YOUR USER ACCOUNT, OR BLOCK YOUR ACCESS TO AND USE OF THE WEBSITE AND/OR SERVICES, WITHOUT PRIOR NOTICE AND AT OUR SOLE DISCRETION, IF WE BELIEVE THAT YOU ARE USING THE WEBSITE AND/OR SERVICES FRAUDULENTLY OR ABUSIVELY.
6. Use of Services by Buyers
f you register to the Services as a Buyer, the following terms and conditions will apply:
Purchase and Payment. To make a purchase on the Website, you may browse the Newlabel online marketplace on the Website and add any items that you wish to purchase into your shopping cart. After you completed your selection, click on "Checkout" and you will be asked for a few logistic details that we need to be able to complete the order. All prices on our Website are quoted in US Dollars. Such prices are subject to change at any time by us in our sole discretion. You will be responsible for the prices stated at the time of your transaction, as well as any: (i) sales, use, excise, and related taxes; and (ii) shipping and handling charges.
Payment Processing. Newlabel uses third-party services that are integrated into the Services for the purpose of processing credit and debit card transactions between you and Sellers through the Services ("Third-Party Payment Processor”). Any payments processed through a Third-Party Payment Processor are subject to the applicable terms and conditions of the Third-Party Payment Processor. You understand and agree that all payments and monetary transactions are processed by the Third-Party Payment Processor. Newlabel is not a party to the agreement between you and the Third-Party Payment Processor and is not liable for any transactions processed for you through the Services by the Third-Party Payment Processor. You acknowledge that use of the Third-Party Payment Processor may be subject to payment of additional fees and charges in connection with your transaction.
Neither Newlabel nor the Third-Party Payment Processor shall be liable for any loss or damage resulting from any wrong or invalid transactions processed for you through the Third-Party Payment Processor or as a result of any chargeback or refund request. This includes transactions that were not processed due to a network communication error, or any other reason. If you process a transaction, it is your responsibility to verify that the transaction was successfully processed. You understand and agree to not hold Newlabel liable for any adverse effects that actions (whether intentional or unintentional) on the part of the Third-Party Payment Processor may cause to you or your business.
Order Confirmation. When you receive confirmation of your order, this indicates that we have received your order. We will indicate acceptance of your order only when the Seller ships the Product and we issue an invoice to you.
There may be limited quantities of the Products offered on the Website. Newlabel reserves the right, in its sole discretion, to refuse any order you place with us. While Newlabel makes every effort to ensure that the Products shown on our Website are currently available, Newlabel cannot guarantee that this will always be the case. If Products you have ordered are unavailable, you will be notified as soon as possible, by an email to the email address you provided. Newlabel in its sole discretion, may also limit the sale of Products to any person, geographic region or jurisdiction. These restrictions may include orders placed by or under the same purchaser, the same credit card, and/or orders that use the same billing and/or shipping address.
Newlabel may cancel any order at its sole discretion. If Newlabel cancels an order placed through the Services, Newlabel will send you an email notice of such cancellation and you will not be charged for your order. If already charged, you will be refunded in full.
Shipping and Delivery. Costs for shipping and handling will be as detailed on the Website. The Seller will ship the purchased Products directly to you. Upon shipment of the Products, Newlabel will e-mail you the shipment tracking number. We are not responsible for any delays in shipments or failure to meet the shipping and delivery dates provided on the Website.
Returns. If the applicable Products are defective, do not conform to their specifications, or you, for any reason, are not otherwise satisfied with your order, you may return the Products for a full refund; provided: (i) the items(s) were not designated as non-returnable (such as seasonal Products and customized Products); (ii) your return is made within thirty (30) days of the date of your purchase; and (iii) the merchandise is unworn, unwashed, and unaltered and has all original tags, stickers and labels intact and is otherwise returned in the same condition as originally received by you. Products offered free of charge on the Website may not be returned.
Newlabel shall bear the shipping charges for your first return of any items purchased in an order. Any additional returns for items in the same order will be subject to payment of a shipping fee in the amount of thirty US dollars ($30), which will be deducted from your refund.
All returns must be made pursuant to the specific return procedure specifically set forth on the Website (which can be found at: www.newlabelwholesale.com/blog/?article=1#buying. You must ship any returned Products through the shipping label we provide. All return shipments must be postmarked within thirty (30) days of the applicable date of purchase. You bear the risk of loss or damage during shipment and as such, you are advised to obtain appropriate insurance. We are not responsible for any items other than the applicable returned Products that you may include in your return shipment, including, without limitation, for returning such items to you.
Once the Products are received by the applicable Seller, we will refund your purchase price. Your refund will be credited back to the same payment method used to make the applicable purchase.
Any claim made by you with respect to your return of any Products must be made within ninety (90) days of the date of your purchase.
Disclaimer; Release. NEWLABEL ACTS AS A VENUE TO ALLOW BUYERS TO PURCHASE PRODUCTS OFFERED BY SELLERS. NEWLABEL DOES NOT MANUFACTURE OR INSPECT ANY OF THE PRODUCTS OFFERED ON THE WEBSITE IN ANY WAY (OR DIRECT ANY OF THE FOREGOING). NEWLABEL HAS NO CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF ANY PRODUCTS, THE ACCURACY OF THE PRODUCT DESCRIPTIONS OR SPECIFICATIONS, OR THE ABILITY OF SELLERS TO SELL PRODUCTS OFFERED ON THE WEBSITE. YOU ARE SOLELY LIABILE FOR DETERMING THE SUITABILITY, SAFETY, QUALITY AND LEGALITY OF ANY PRODUCTS YOU PURCHASE THROUGH THE SERVICES.
SALES OF PRODUCTS THROUGH THE SERVICES ARE BETWEEN YOU AND THE APPLICABLE SELLER. NEWLABEL IS NOT A PARTY TO THE TRANSACTION BETWEEN YOU AND THE SELLER. NEWLABEL CANNOT ENSURE THAT A SELLER WILL ACTUALLY COMPLETE A TRANSACTION FOR THE PURCHASE OF THE PRODUCT. THE AVAILABILITY OF PRODUCTS ON THE WEBSITE DOES NOT CONSTITUTE AN ENDORSEMENT OR GUARANTEE OF ANY OF THE PRODUCTS OR THEIR SELLER.
THE PRODUCTS DISPLAYED THROUGH THE SERVICES ARE NOT OWNED BY NEWLABEL AND ARE ONLY DISPLAYED BY NEWLABEL FOR INFORMATIONAL PURPOSES. NEWLABEL CANNOT AND DOES NOT MAKE ANY WARRANTIES ABOUT THE PRODUCTS’ QUALITY, SAFETY, OR LEGALITY. ALL PRODUCTS ARE SUBJECT TO THE APPLICABLE SELLER’S WARRANTY, AS PROVIDED BY THE APPLICABLE SELLER IN ITS INDEPENDENT DISCRETION.
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY BREACH OF THE SELLER’S WARRANTY CLAIMS AND/OR FOR ANY LOSS OR DAMAGES THAT MAY ARISE OUT OF THE SELLER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU. ANY LEGAL CLAIM RELATED TO A PRODUCT MUST BE BROUGHT DIRECTLY AGAINST THE SELLER OF THE PRODUCT. YOU RELEASE NEWLABEL FROM ANY KIND OF CLAIMS RELATED TO PRODUCTS LISTED AND SOLD THROUGH OUR SERVICES.
7. Use of Services by Sellers
Listing Products. You are solely responsible for all Products that you make available through the Services. You may list only Products that (i) you have manufactured yourself and of which you are the exclusive owner; and (ii) will not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or other third party rights, or result in the violation of any applicable law or regulation. To accept your Product listing, we may require that you provide us with certain additional information. You may remove a listing of a Product from the Service by contacting us or using the removal options available on the Services.
You hereby represent and warrant that (i) any Products you offer or make available through the Services (a) comply with all applicable laws and regulations; and (b) do not infringe, misappropriate or violate a third party’s intellectual property rights, rights of publicity or privacy or other third-party rights; (ii) all
User Content or other information regarding your Products which you submit or upload to the Services is truthful and accurate and you will maintain the accuracy of such information; and (iii) you have all rights, licenses, consents, permissions, power and/or authority necessary to offer for sale and sell the Products through the Services.
If any Products you make available through the Services become subject to a recall, you agree to immediately notify Newlabel in writing. Such notification shall specify in reasonable detail the circumstance of the applicable recall and the affected Products.
We May Remove, Not List or Require You to Edit Certain Product. Newlabel exercises its sole judgment in allowing or disallowing or requiring editing of certain listings of Products. Any Products and/or other User Content that Newlabel, at its sole discretion deems inappropriate, offensive, disruptive, or illegal are prohibited on the Services, may be removed or delisted, without notice.
Newlabel reserves the right, but not the obligation, to determine the appropriateness of listings of Products on its Services and remove any User Content, including any Product listing, at any time. If you offer a Product, in violation of these Terms, we reserve the right to take corrective actions, as appropriate, including but not limited to removing the Product, deleting your User Content, deleting your Account, recouping any payments that have been made to you for such Product, and permanently withholding any other payments due and owed to you in connection with such Product.
We reserve the right, with or without prior notice, to change descriptions or references to Products, limit the available quantity of any Products, or prices of Products.
Payment. Newlabel will be responsible for collecting billing information from the Buyer and for processing payment for purchases of Products via the Services. Newlabel will provide you purchase confirmation of any order through the Services ("Order Confirmation”). You hereby expressly authorize Newlabel to accept on your behalf orders from Buyers for the purchase of Products you make available through the Services.
Shipping. You are solely responsible for the fulfillment and shipping of any Products purchased through the Services. Notwithstanding the foregoing, you may elect to arrange for shipping of Products through the Services. If you elect to do so, (i) you are responsible for printing shipping documents/labels provided to you electronically by the shipper or by Newlabel, and (ii) or coordinating pickup of the Products by the shipper, through contact information that will be provided in the Order Confirmation or separately by the shipper.
You must ship the Product, in packaging compliant with any applicable guidelines detailed on the Website, to the Buyer within 7 days of receiving the Order Confirmation. If you do not ship the Products within such time period, the sale may be cancelled.
Returns. You acknowledge and agree that a Buyer may return any Products purchased through the Services as detailed in these Terms. In the event of a return, all amounts paid by a Buyer for the applicable Product may be refunded to the Buyer.
Seller Fee. For sales of Products through the Services, Newlabel will credit your Account as set forth on the Website at www.newlabelwholesale.com/blog/?article=1#buying ("Seller Payment”). This will constitute your full and only consideration for the purchase of such Products. Payment of the Seller Payment will be made in US Dollars. If we are obligated under applicable law to withhold any taxes in connection with payment of the Seller Payment, this sum will be deducted from the Seller Payment due to you. You are solely and exclusively responsible to pay any taxes required by tax authorities in your jurisdiction for income that you generate from sales made through the Services.
Payment Processing. Newlabel uses third-party services that are integrated into the Services for the purpose of processing credit and debit card transactions between you and Buyers through the Services ("Third-Party Payment Processor”). Any payments processed through a Third-Party Payment Processor are subject to the applicable terms and conditions of the Third-Party Payment Processor. You understand and agree that all payments and monetary transactions are processed by the Third-Party Payment Processor. Newlabel is not a party to the agreement between you and the Third-Party Payment Processor and is not liable for any transactions processed for you through the Services by the Third-Party Payment Processor. You acknowledge that the Third-Party Payment Platform may charge a transaction fee which will be collected from the payment made by the Buyer. We are not responsible for such commission, which is strictly between you and the relevant Third-Party Payment Processor.
You are solely responsible for all transactions processed for you through the Services by the Third-Party Payment Processor. Neither Newlabel nor the Third-Party Payment Platform shall be liable for any loss or damage resulting from any wrong or invalid transactions processed for you through the Third-Party Payment Processor or as a result of any chargeback or refund request. This includes transactions that were not processed due to a network communication error, or any other reason. If you process a transaction, it is your responsibility to verify that the transaction was successfully processed.
In the event that a chargeback occurs, all amounts paid by a Buyer may be refunded to the Buyer. If you dispute a chargeback and the financial institution rejects your claim, you will be solely responsible for any chargeback or refund.
Disclaimer; Release. NEWLABEL ACTS AS A VENUE TO ALLOW BUYERS TO PURCHASE PRODUCTS OFFERED BY YOU THROUGH THE SERVICES. SALES OF PRODUCTS THROUGH THE SERVICES ARE BETWEEN YOU AND THE APPLICABLE BUYER. NEWLABEL IS NOT A PARTY TO THE TRANSACTION BETWEEN YOU AND THE SELLER AND CANNOT ENSURE THAT A BUYER WILL ACTUALLY COMPLETE A TRANSACTION FOR THE PURCHASE OF THE PRODUCT. NEWLABEL SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSACTION THAT MAY OR MAY NOT TAKE PLACE BETWEEN YOU AND ANY BUYER. ANY LEGAL CLAIM RELATED TO THE SALE OF A PRODUCT TO A BUYER MUST BE BROUGHT DIRECTLY AGAINST THE APPLICABLE BUYER. YOU RELEASE NEWLABEL FROM ANY KIND OF CLAIMS RELATED TO PRODUCTS LISTED AND SOLD THROUGH OUR SERVICES.
Product Liability. You undertake and agree to maintain, at your sole cost and expense, commercial liability insurance and comprehensive product liability insurance with respect to any Products you make available through the Services, in such amounts and upon such terms customarily carried by similar businesses in your industry. Upon Newlabel’s request, you agree to submit to Newlabel certificates of insurance for the above policies.
8. Intellectual Property
We Have Intellectual Property Rights in the Services. All rights, title and interest in and to the Website and Services, including without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights and any goodwill associated therewith are the exclusive property of Newlabel. This includes the Website and Services design, graphics, computer code, "look and feel” and Newlabel’s domain names.
Feedback. Any information, suggestions or feedback concerning the Website or Services that you provide us ("Feedback”) are considered non-confidential and non-proprietary. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to copy, display, distribute, perform, modify and otherwise use such Feedback for any purpose, without compensation to you.
9. Termination of Your Account
Termination by You. Of course, we would be sorry to see you leave. But if you wish, you may close your Newlabel Account at any time through your Account settings. If you need any assistance in this process, you are welcome to reach out to a Newlabel support representative as set forth below.
Termination By Newlabel. We reserve the right to suspend or terminate your Account. We may do so at any time and for any reason without advance notice to you.
Effect of Termination. Upon termination of these Terms or your Account, for any reason:
- Your right to use the Services is terminated and you must immediately cease using the Services;
- We reserve the right (but have no obligation) to delete all of your User Content and other information and account data stored on our servers; and
- We will not be liable to you or any third party for termination of access to the Services or for deletion of your User Content or other information or account data.
We May Discontinue the Services. Newlabel reserves the right to change, suspend, or discontinue any of the Services at any time, for any reason and without any liability to you. We are not obligated to give any notice prior to such change, discontinuation or suspension.
Survival. Upon any termination, suspension or cancellation of Services or your Account, or any termination of these Terms, all provisions of these Terms regarding indemnification, warranty, limitations on liability, and/or protections of proprietary rights and any other provisions which by their nature are intended to survive such termination, suspension or termination will continue to be in force.
10. Warranties, Limitations of Liability, and Other Legal Information
Warranties. YOU UNDERSTAND THAT OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY KIND OF WARRANTY, EITHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESECT TO THE SERVICES AND ITS CONTENT, INCLUDING WIHTOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
WE DO NOT GUARANTEE THAT:(I) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS.
YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Liability Limits. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER NEWLABEL, NOR OUR EMPLOYEES, DIRECTORS, OFFICERS OR CONTRACTORS SHALL BE LIABLE TO YOU FOR ANY ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, AND DOWN TIME, EVEN IF NEWLABEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
N NO EVENT SHALL NEWLABEL AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS OR THE AMOUNT YOU PAID NEWLABEL IN THE PAST TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY.
11. Indemnification: Your Responsibilities If We Get Sued
By agreeing to these Terms, you agree that if legal action is taken against Newlabel as a result of your actions, you will indemnify, defend and hold us and our employees, officers, directors, and contractors, upon our request and at your own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney's fees and legal expenses, arising from any complaint, claim, plea, or demand brought by a third party (including any other users of the Services) in connection with, or otherwise related to, your use (or misuse) of our Services, your breach of the Terms, or your infringement of any other person’s rights.
We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us in connection with the defense and settlement of any indemnifiable claim.
12. What Happens If There's a Dispute with Us?
We understand that issues may arise in the course of your use of our Services. If you find yourself in conflict with us, we encourage you to get in touch so that we can find a resolution. Our support team is always willing to hear your concerns. If we're unable to reach a satisfactory resolution and a legal dispute result, these are the rules that will apply:
Governing Law. The Terms are governed by the laws of the State of [California], without regard to its conflict of laws rules. These laws will apply no matter where in the world you live in or from where you access or use the Services.
Arbitration. YOU AND NEWLABEL AGREE THAT ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THE TERMS, WEBSITE OR SERVICES, WHICH IS NOT AMICABLY RESOLVED, SHALL BE FINALLY SETTLED BY FINAL AND BINDING ARBITRATION, USING THE ENGLISH LANGUAGE, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS CONSUMER ARBITRATION RULES ("AAA RULES") THEN IN EFFECT. THE ARBITRATION SHALL TAKE PLACE BEFORE A SOLE ARBITRATOR SITTING IN Santa Clara COUNTY, [CALIFORNIA]. JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT THAT HAS JURISDICTION. ANY ARBITRATION UNDER THE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS AND NOT IN CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDINGS. YOU UNDERSTAND THAT BY AGREEING TO THE TERMS, YOU AND NEWLABEL ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
YOU MAY OPT-OUT OF THE ABOVE ARBITRATION CLAUSE BY EMAILING US AT [email protected] WITHIN 21 DAYS OF YOU ENTERING INTO THESE TERMS FOR THE FIRST TIME, AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TO OPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THESE TERMS OR THE USE OF THE WEBSITE AND SERVICES, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS IN Santa Clara COUNTY IN THE STATE OF [CALIFORNIA].
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY FILE: (A) AN IMPLEADER CLAIM AGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION ADJUDICATING A THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT; (B) IN ANY COURT OF COMPETENT JURISDICTION A CLAIM CONCERNING THE INFRINGEMENT (OR ALLEGED INFRINGEMENT) OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTS AND TRADE SECRETS).
PAYMENT FOR ANY AND ALL REASONABLE AAA FILING, ADMINISTRATIVE, AND ARBITRATOR FEES WILL BE UNDER THE AAA RULES. THESE FEES WILL BE SHARED AS FOLLOWS: NEWLABEL SHALL COVER THE FIRST TWO THOUSAND FIVE HUNDRED ($2,500). THEREAFTER, THE PARTIES WILL SHARE THE COST WITH EACH PARTY PAYING HALF, UNLESS THE ARBITRATOR: (I) DETERMINES THAT THE CLAIMS ARE FRIVOLOUS, IN WHICH CASE THE CLAIMANT SHALL BEAR ALL SUCH FEES ARISING FROM THE FRIVOLOUS CLAIM; OR (II) DETERMINES THAT THE FEES SHOULD BE ALLOCATED DIFFERENTLY.
Changes may be made to these Terms from time to time. If we make any changes, we'll inform you about them in one or more of the following ways: (1) publishing the changes via the Services or (2) sending an email or message to communicate the changes. It will be up to you to decide whether you wish to continue using our Services according to the new Terms. It is your responsibility to review these Terms for any changes. Changes will be effective as soon as they are posted to the Website. Your use of the Website and/or Services following the changes constitutes your acceptance of the updated Terms.
14. Other Important Details
Entire Agreement. The Terms, together with all the policies and rules referenced in these Terms, constitute the entire agreement between you and Newlabel regarding the subject matter herein and supersedes all prior or contemporaneous agreements, communications and proposals between you and Newlabel.
Severability. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
No Waiver. Our failure to enforce any part of the Terms is not a waiver of our right to enforce that or any other part of the Terms later.
Our Relationship. These Terms do not create any partnership, employment, agency, joint venture, or franchisee relationship between you and Newlabel.
Subcontracting. We may subcontract or delegate the performance of our obligations under this Agreement, or the provision of the Website or Services (or any part thereof), to any third party of our choosing, provided however, that we remain liable to you for the performance of our obligations under these these Terms. You acknowledge and agree that the technical means by which we provide the Website and Services is at our sole discretion.
Force majeure. Newlabel will not be liable for any delay or failure to perform any obligations under this Agreement due to any cause beyond Newlabel’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, epidemic, pandemic, or any other health emergency.
Assignment. You may not assign this Agreement without our prior written consent. Any purported assignment without our prior written consent is void. To the greatest extent permissible by law, we may freely assign this Agreement in its entirety, including all rights, duties, liabilities, performances and obligations herein, and in connection with a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets.
If you have any questions, please feel free to contact the Newlabel support team at [email protected] or visit our help center on the Website.