New Terms & Conditions - 2022
Effective Date: July 7, 2022
Welcome to the RHODE NYC, LLC dba RHODE Limited Liability Company (hereinafter “Rhode,” “we” or “us”) website at https://www.shoprhode.com (including all content under the “ShopRhode.com” name, and referred to herein as the “Site”). We provide the Site and the associated retail and other Service, product information, other data, information, tools, software, updates and materials (collectively, the “Service”), subject to your agreement to and compliance with the terms and conditions set forth in this document (the “Agreement”). Please carefully read this Agreement that governs your access to and use of the Site and Service and purchase of our products. If you do not agree and consent to this Agreement, please do not use the Site and/or the Service. If you are accepting this Agreement on behalf of a legal entity other than yourself as an individual, including a business or a government, you represent and warrant that you have full legal authority to bind such entity to this Agreement.
1. Important Notices.
A. As long as you are in compliance with all the terms and conditions of this Agreement (and all incorporated documents), we hereby grant to you during the Term (as defined below) a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to use the Site, and to access and receive the Service thereon that are intended for public display or access. Any rights not explicitly granted in this Agreement are strictly withheld and reserved by us.
B. You agree that (i) except in your normal use of the Site, you will not copy or distribute any part of the Site or Service in any medium without our prior written authorization; (ii) you will not alter or modify any part of the Site or Service other than as is necessary to use the Site or Service for their intended purposes; and (iii) you will otherwise comply with this Agreement.
C. You must not use any part of the content on our Site for your own commercial purposes without obtaining a license to do so from us.
D. You are responsible for ensuring that all persons who access our Site through your internet connection are aware of these terms and other applicable terms and conditions, and that they also comply with them in full.
3. Terms Relating to Sales of Products.
A. Our 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, decline, or limit your order for any reason, whether or not your credit card has been charged. If your credit card has been charged and we cancel your order, you will receive a prompt refund as a credit to your account. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.
B. When an order is accepted, it will be shipped to an address designated by the purchaser. All purchases from this Site are made pursuant to a shipment contract. We will file claims with carriers for damaged and/or lost shipments. Please contact us at care@shopRhode.com if your package is lost or damaged. Our shipping terms, including the terms set forth in our Shipping Policy, are accepted by you by placing an order with us.
C. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, shall be as follows: At the time you place your order, you will be required to pay 100% amount due plus taxes and any shipping fees. Unless we specify otherwise, payments will be made in U.S. dollars. Charges for shipping and handling will be made in accordance with our then-current shipping policies.
D. If you are shipping within the United States of America, sales tax will be charged on such orders as may be required by law. This tax will be charged when your order is placed.
E. If you are shipping outside the United States, taxes and/or duties and other charges will be due when the order is placed. Our business partner arranges for release of your order from customs on arrival.
F. We accept payment for purchases through third-party payment processors. You agree to be bound by and accept the terms and conditions of those processors. Further, you represent and warrant that: (i) the credit card information you supply to us, our vendors, and our affiliates is true, correct, and complete; (ii) charges incurred by you will be honored by your credit card company; and (iii) you will pay charges incurred by you at the posted prices, including all applicable taxes, shipping, and other charges, if any.
4. Refund and Return Policy.
Please email email@example.com if you should wish to return products purchased from our Site. Please see our Refund Policy for details. Please note that items purchased from department stores or specialty shops must be returned to the store from which the purchase was made.
5. Information, Content and Specifications.
We attempt to ensure that information provided on our Site is complete, accurate and current, but we make no representation as to the completeness or accuracy of any such information. For example, products may be unavailable, or may have different attributes than those listed. Features, content, specifications, products and prices of products and Service described or depicted on this Site are subject to change at any time without notice. All weights, measures and similar descriptions are approximate and are provided for convenience only. We make reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system and we cannot guarantee that your computer will accurately display such colors.
We may issue promotional codes, credits, and “gift certificates” to customers in the form of alphanumeric codes which will provide a credit towards a purchase when redeemed at check out. We reserve the right to cancel a promotion and/or to reject redemption of a promotional code when the total value of the promotional code exceeds a certain financial value, generally the price of the item for which the promotional code is used, or upon other conditions specified in the promotion. Multiple promotional codes may not be used for any one order or transaction. We are not liable for any financial loss arising out of the refusal, cancellation or withdrawal of a promotion or for any failure or inability of a purchaser to use a promotional code for any reason.
A. You agree that you will not violate any applicable law or regulation in connection with your use of the Site or Service or in connection with any product purchased through the Site.
B. You agree that you will not distribute, upload, make available or otherwise publish through the Site or Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, graphics, text, information, links, profiles, personal information, name, likeness, audio, photos, software, music, sounds, video, comments, messages, tags or similar materials (“Submissions”) that:
are unlawful or encourage another to engage in anything unlawful;
contain a virus or any other similar malicious software that may damage the operation of our or another’s computers;
infringe upon any copyright, patent, trademark, trade secret, right of privacy, right of publicity or other right of any person or entity;
are false, inaccurate, fraudulent or misleading; or
are libelous, defamatory, obscene, inappropriate, abusing, harassing, threatening or bullying.
C. You further agree that you will not do any of the following:
modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Site or Service;
interfere with or disrupt the operation of the Site or Service, including restricting or inhibiting any other person from using the Site or Service by means of hacking or defacing;
transmit to or make available in connection with the Site or Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
attempt to probe, scan or test the vulnerability of the Site or Service or to breach our security or authentication measures;
take any action that imposes an unreasonable or disproportionately large load on our infrastructure, as determined in our sole discretion;
harvest or collect the email addresses or other contact information of other users of the Site or Service;
submit or post false, incomplete or misleading information to the Site or Service, or otherwise provide such information to us;
register for more than one user account; or,
impersonate any other person or business.
D. No text or data mining, or web scraping
This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
You shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to our Site or any Service provided via, or in relation to, our Site. This includes using (or permitting, authorizing or attempting the use of):
Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Site or any data, content, information or Service accessed via the same.
Any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).
E. We reserve the right to review, edit or remove any Submissions, however, we are not required to routinely screen, monitor or review Submissions on the Site or Service. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH SUBMISSIONS, AND YOUR RELIANCE ON ANY SUCH INFORMATION IS AT YOUR OWN RISK.
F. You agree that you are not licensed to access any portion of the Site or Service that we have not made public or accessible to users (whether registered or not), and you may not attempt to override any security measures in place on the Site or Service.
G. Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the Site or Service shall not be limited to violations of this Restrictions section.
A. Some parts or all of the Site or Service are not available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend these eligibility requirements at any time. You are not eligible to use the Site or Service if doing so would violate any applicable law or regulation, including but not limited to U.S. export controls or restrictions.
B. You must be over the age of 18 to register an account on the Site or use the Service. By registering an account or using the Service, you represent that you meet this minimum age requirement. In any case, you affirm that you are over the age of 13, as the Site and the Service are not intended for use by children under 13. If you are under 13 years of age, then please do not use the Site without the consent of your parent or guardian. Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering Service) are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet service provider for more information.
9. Submissions Made Available to Us.
A. You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of your Submissions. In order for us to provide the Service to you or for promotion of our Service, however, we require your permission to process, display, reproduce and otherwise use Submissions you make available to us. Therefore, if you choose to provide any Submissions (including your name, likeness and other personal information) to the Site or Service, or otherwise make any Submissions available through the Service, you hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Submissions, including without limitation distributing part or all of the Submissions in any media format through any media channels.
C. By sending any Submissions to us, you hereby agree, warrant and represent that (except for Submissions of Personal Data): (a) the Submissions do not contain proprietary or confidential information, and your provision of the Submissions does not violate any third party’s rights; (b) all such Submissions are accurate and true, (c) we are not under any confidentiality obligation relating to the Submissions; (d) we may use or disclose the Submissions in any way; and (e) you are not entitled to compensation or attribution from us in exchange for the Submissions.
D. You acknowledge that we are under no obligation to maintain any Submissions that you submit, post or make available to or on the Site or Service. We reserve the right to withhold, remove and or discard any such materials at any time.
10. Information Shared Throught The Service.
You understand that by sharing information on the Site or Service, and requesting information to be sent through the Service, you may be revealing information about yourself and/or your business that you may include or that may be generated by the Service. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that we are not responsible or liable in any way in connection with such sharing.
11. Links to Third Party Sites.
12. Our Intellectual Property.
A. Our graphics, logos, names, designs, page headers, button icons, scripts and service names are our trademarks, trade names and/or trade dress. The “look and feel” of the Site and Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by international copyright and trademark laws. All product names, Service names, trademarks and service marks (“Marks”) are either our property or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by this Agreement. Other than as permitted by this Agreement, you may not copy or use photographs or other images or the descriptions of products posted on the Site without our prior written permission.
B. You acknowledge that i) the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to such software (the “Software”), ii) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections or modifications) and iii) all documentation therefor, are the sole and exclusive property of us and/or our licensors. This Agreement does not convey title or ownership to you, but instead gives you only the limited use rights set forth herein.
C. To the extent that you gain access to or receive any copies of the Software, you agree that you will delete such copies of the Software upon any termination of this Agreement, termination of your use of the Service, or at our request.
13. Term And Termination.
A. The “Term” of this Agreement will continue until the Agreement is terminated as provided herein. We reserve the right to terminate this Agreement and/or deny all or some portion of the Site to any user, in our sole discretion, at any time.
B. Without limiting the foregoing or assuming any additional legal obligations, we reserve the right to terminate violators of the Copyright Act, in accordance with applicable law. All rights that you grant to us herein related to Submissions shall survive any termination of this Agreement. Further, your representations, warranties and indemnification obligations herein shall survive any termination of this Agreement.
C. You may terminate this Agreement at any time by ceasing use of the Site and Service.
14. Disclaimers And Limitation On Liability.
A. We do not represent or warrant that access to the Site or Service will be error-free or uninterrupted, and we do not guarantee that users will be able to access or use the Site or Service, or their features, at all times. We reserve the right at any time to modify the Site or discontinue (temporarily or permanently) the Service, or any part thereof, without notice.
B. The Site or Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions, and to change or update information at any time without prior notice.
C. Although we have the right to review, edit, remove or modify information from or on the Site or Service, we may not screen this material or control the sources of this information, and we do not guarantee the accuracy, suitability, completeness, currency, quality, adequacy or applicability of any such information.
D. The materials appearing on the Site or Service, including but not limited to summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute legal, financial, investment, business or professional advice of any kind. Those accessing the materials appearing on the Service should not act upon them without first seeking relevant professional counsel. The materials should not be used as a substitute for consultation with a professional adviser. You agree that we are not responsible for any financial, business or legal decisions that you may make.
E. Circular 230 Disclosure: Pursuant to U.S. Treasury Department Regulations, we are required to advise you that, unless otherwise expressly indicated, any federal tax advice contained in the Site or Service, including attachments and enclosures, is not intended or written to be used, and may not be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein.
F. BY USING THE SITE AND/OR SERVICE YOU AGREE AND ACKNOWLEDGE THAT WE PROVIDE THE SITE AND SERVICE “AS IS” AND WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
G. USE OF THE SITE AND/OR SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE AND/OR SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE ARE FREE OF INACCURACIES, MISREPRESENTATIONS BY USERS, VIRUSES OR OTHER HARMFUL COMPONENTS.
H. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE AND/OR SERVICE, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
I. Notwithstanding the foregoing, in the event that a court shall find that any of the above disclaimers are not enforceable, then you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, or directors shall be liable for (1) any damages in excess of the greater of the amounts you have paid to us during the most recent twelve (12) month period or $100.00, or (2) any indirect, incidental, punitive, special, exemplary or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Site or Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
J. SOME JURISDICTIONS MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
K. Our liability if you are a consumer based in the United Kingdom:
This Section applies only to consumers based in the United Kingdom and not to any other persons.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation.
If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
We are not liable for business losses. We only supply this Site for domestic and private use unless we expressly agree otherwise with you. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
You agree to defend, indemnify and hold harmless us and our officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from: (i) your use of and access to the Site or Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property or privacy right; (iv) any claim that any of your Submissions caused damage to a third party; or (v) any conduct, activity or action that is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Site or Service. This defense and indemnification obligation will survive any termination or expiration of this Agreement or your use of the Site and/or Service.
16. Disputes, Governing Law And Jurisdication.
A. You agree that any claim or dispute arising out of or relating in any way to your use of the Site, Service or any other service provided by us, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. YOU UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
B. There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, may award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
C. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address specified in the Notice section, below.
D. Arbitration under this Agreement will be conducted by the American Arbitration Association (“AAA”) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
E. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we both agree that we have each waived any right to a jury trial.
F. Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
G. Any dispute or alleged claim you may have with respect to your access or use of the Site or Service must be commenced within one (1) year after the occurrence of the events leading to the dispute or alleged claim.
H. The laws of the State of New York shall govern this Agreement. Any arbitration shall be held in New York, New York (the “Dispute Resolution Location”). To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Site, Service or us, may only be brought by you in a state or federal court located in the Dispute Resolution Location. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE DISPUTE RESOLUTION LOCATION.
I. Nothing in the foregoing shall exclude or restrict rights you have under local law that cannot be excluded or restricted. If you are a consumer, you may be entitled under law to bring claims against Rhode in the courts and pursuant to the governing law of your country of residence.
A. Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
B. Revisions. This Agreement may only be revised in a writing signed by us or posted by us to the Site or Service. In the event that we update this Agreement and you are made aware of the update, your continued use of the Site or Service after the update shall constitute an agreement to the updated terms.
C. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Site or Service.
D. Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent. Any unauthorized assignment shall be null and void.
E. No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
F. Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of irreparable harm or other damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
G. Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Site or Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
H. Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: RHODE NYC, LLC, 5225 Wilshire Boulevard, Suite 218, Los Angeles, CA 90036, United States. Our email address is care@shopRhode.com
I. Survival. Any provision of this Agreement that may reasonably be interpreted as being intended by the parties to survive termination or expiration of the Agreement, shall survive any such termination or expiration.
Copyright © RHODE NYC, LLC.. All rights reserved. The Site is protected by United States and international copyright, trademark, and other applicable laws. This includes the content, appearance, and design of the Site, as well as the trademarks, product names, graphics, logos, service names, slogans, colors, and designs.