Scotch Select is an online retail and subscription service that allows members to access an unlimited wardrobe in
order to shop better, wear smarter, and rediscover the fun of fashion. Scotch Select allows members to wear the
trend today and return it tomorrow, skipping the commitment of buying a single piece. Scotch Select offers
diversity and the flexibility to try new trends from over thousands of styles from Scotch Select without the
pressure of purchase.
The following Terms of Service (“Terms”) between you and Scotch & Soda E-commerce LLC
(“we," "our," "us," or
describes the terms and conditions on which you may access and use the Scotch Select ( the
Scotch Select mobile app (the “App”), and related services (together with the Site, the App, and our
Content (as defined below) the “Services”). By accessing or using any of the Services, you
acknowledge that you
have read, understood and agreed to be bound by these Terms.
The disclaimers, terms, and conditions in these Terms are of general application and may be supplemented by
additional policies, procedures, disclaimers, guidelines, rules, terms, and conditions of specific application
that we disclose. If you choose to purchase or rent any clothing or accessories (“Products”)
Services, your use of the Services is further conditioned on the -
Sale and Rental Agreement,
by reference. If you participate in our Referral Program, your use of the Services is further conditioned on the
Referral Policy, incorporated here by
In the event of a conflict between these Terms on the one hand
and either the Sale and Rental Agreement or the Referral Policy on the other hand, the terms and conditions that
are more protective of Scotch Select shall control.
BY ACCESSING OUR SERVICE, YOU ARE ACCEPTING THESE TERMS. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS
FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE POSTING OF CHANGES TO THESE
TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO THESE TERMS
WILL APPLY RETROACTIVELY.
IMPORTANT NOTICE: Your use of our Services is subject to an arbitration provision in Section 9 requiring
all claims to be resolved by way of binding arbitration. By agreeing to these Terms, you and Scotch Select
hereby waive any right to participate in a Class-Action lawsuit or class-wide arbitration.
1. GENERAL CONDITIONS
Children under the age of 13 may not use the Services and parents or legal guardians may not agree to these
Terms on their behalf. Children under 18 years of age but at least 13 years of age may use the Services under
the supervision of parents or legal guardians who agree to be bound by these Terms on their behalf, but such
children may not rent or purchase Products via the Services. If you are a parent or legal guardian agreeing to
these Terms for the benefit of a child between the ages of 13 and 18, you are fully responsible for his or her
use of the Services and the rental or purchase of any Products, including all legal liability he or she may
B. Modification of the Services or the Terms
We may revise and update these Terms from time to time, and will post the updated Agreement to our Site or
App. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THESE TERMS, ANY CHANGES TO THESE TERMS WILL APPLY
IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes
to these Terms will not apply retroactively to events that occurred prior to such changes. Your continued use
of our Services will constitute your agreement to any new provisions within the revised Agreement.
2. Use of the Services
A. Scotch Select Content
All content and information available through the Services, including but not limited to product descriptions
and specifications, product photos, advice from stylists and photos and comments from other users (“Scotch
Select Content”) is available to you on an “as is” basis and is to be used for general information
only. Such information is provided on a blind-basis, without any knowledge as to your identity or specific
circumstances. The Scotch Select Content is provided with the understanding that such information does not
constitute professional advice or services. As such, you agree not to rely upon or use any Scotch Select
Content as a substitute for consultation with professional advisors. As used in these Terms, the Services
include the Scotch Select Content. We may update the Scotch Select Content, including Product descriptions and
specifications, as we deem appropriate and without notice to you. If you have any questions about the
existence of more current information, please send those questions to firstname.lastname@example.org.
We will use reasonable efforts to respond in a timely manner. However, we cannot guarantee a prompt response
in all cases.
We cannot and do not assume any responsibility for your use or misuse of Scotch Select Content or any other
information transmitted, monitored, stored, or received while using the Services.
B. Third Party Content
The Services may contain links or references to non-Scotch Select websites, products, services or other
materials or content (“Third Party Content”). This Third Party Content is provided to you as
and Scotch Select is not responsible for any Third Party Content or the actions of those that provide or use
such Third Party Content. Any Third Party Content is independent from Scotch Select, and Scotch Select has no
control over the Third Party Content. In addition, a link to any Third Party Content does not imply that
Scotch Select endorses, approves of or accepts any responsibility for the Third Party Content or its provider,
or vice versa. You acknowledge and agree that we will not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by, in connection with, resulting from your use of or
reliance on any such Third Party Content available on or through our Services. We strongly encourage you to
C. Acceptable Use Policy
No part of the Services, including the Scotch Select Content, may be reproduced or transmitted in any form, by
any means, electronic or mechanical, including photocopying and recording, except that Scotch Select
authorizes you to view, copy, download, and print Scotch Select Content (such as press releases and FAQs) that
is available on the Services, provided that: (a) you use the Scotch Select Content solely for your personal,
noncommercial, informational purposes; (b) you do not modify the Scotch Select Content; and (c) you do not
remove any copyright, trademark, and other proprietary notices on the Scotch Select Content.
You may not use the Services to: (i) transmit any content, information or other materials that are, or which
Scotch Select considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing,
defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race,
religion, gender, national origin or sexual orientation, obscene, lewd, lascivious, violent, harassing or
otherwise objectionable, including without limitation expressions of bigotry, prejudice, racism, hatred or
profanity; (ii) sell or promote any products or services, including any controlled pharmaceutical substances,
tobacco, firearms, or alcoholic beverages; (iii) introduce viruses, worms, Trojan horses and/or harmful code;
(iv) display material that exploits children under 18 years of age; (v) post any content, information or other
materials that infringe, misappropriate or violate any intellectual property or other right of any third
party; (vi) promote or solicit any business or promote, solicit or participate in multi-level marketing or
pyramid schemes; (vii) impersonate any other person, including but not limited to, a Scotch Select
representative; (viii) post, collect or disclose any personally identifying information (including account
names) or private information about children or any third parties without their consent (or their parent's
consent in case of a child under 13 years of age); (ix) post or transmit any unsolicited advertising,
promotional materials, or any other forms of solicitation, including without limitation, solicitations of
credit card numbers, solicitations for sponsors, or promotion of raffles or contests; (x) violate these Terms,
or any applicable local, state, national or international laws or regulations; or (xi) use our Services or
Scotch Select Content to develop a competing service or product.
You also agree that you will not (and will not attempt to or permit any third party to): use any device,
software, malicious code or destructive routine intended to damage or otherwise interfere with the proper
functioning of our Site, App, servers, or networks connected to our Services or take any other action that
interferes with any other person’s use of our Services. You will not reverse engineer, decompile, disassemble,
translate, derive the source code for, interfere with, rent, sell or lease the Services, any part thereof or
There may be delays, omissions, or inaccuracies in the Services, including the Scotch Select Content. The
Service may become unavailable due to maintenance or malfunction of computer equipment or other reasons.
3. Your Content
A. License to Your Content
If you post, upload or make available to Scotch Select or the Services, or otherwise submit to or through
Scotch Select as part of your use of the Services, including the Site or App, any information, data,
documents, text, images, files, links, software, chat, communication or other materials, including but not
limited to photos and reviews relating to your use of the Products (“Your Content”), you
hereby grant to
Scotch Select a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and
transferable (in whole or part) worldwide license to use, reproduce, transmit, display, exhibit, distribute,
index, comment on, modify, create derivative works based upon, perform and otherwise exploit Your Content and
your name, image, voice, likeness and/or other biographical information or material in connection with Your
Content, in whole or in part, in all media formats and distribution methods now known or hereafter devised
(including on the Site and App, in email and other promotional campaigns and on third party sites promoting
the Services) in connection with the Services, including but not limited to advertising, promoting, and
marketing the Services, all without further notice to you, with or without attribution, without limitation as
to frequency, and without the requirement of any permission from or payment to you or to any other person or
entity. You waive any right to inspect or approve any of Your Content or any use of Your Content.
B. Obligations for Submitting Your Content
By submitting Your Content, you represent and warrant that Your Content and your communication thereof conform
to these Terms, including Section 2(C), and that you own or have the necessary rights, licenses, consents and
permissions, without the need for any permission from or payment to any other person or entity, to exploit,
and to authorize Scotch Select to exploit, Your Content in all manners contemplated by these Terms. You waive
all moral rights in Your Content which may be available to you in any part of the world and confirm that no
such rights have been asserted. None of Your Content will be subject to any obligation, whether of
confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of
any Your Content.
C. No Responsibility
By providing Your Content via the Services, you understand and agree that you do so at your own risk and that
we are not responsible for the damage or loss of any Your Content. You agree that we are not liable for any
legal violation caused by your use or misuse of Your Content or other information transmitted, monitored,
stored, or received while using the Services. We reserve the right to amend or delete any of Your Content
(along with the right to terminate or restrict use of or access to the Services) that in our sole discretion
violates any provision of these Terms.
4. YOUR ACCOUNT
Access to the Services requires you to be registered with us via a Scotch Select-generated registration form.
This form will require you to provide certain requested information (including personal information). At such
time, you will be provided with an account and login information including a username and password to
successfully complete the registration process. You are the only person authorized to access and use your
account. For more information about our collection of personal data about you in connection with account
B. Unauthorized Use and Information Changes
You must immediately notify us if your registration information changes or you learn of or have reason to
suspect any unauthorized use of your account or any other breach of security. You are responsible for
maintaining the confidentiality of your username and password and are fully responsible for all activities
related to your account. You also agree that you will provide truthful and accurate information during the
registration process. We may refuse to grant you a particular username for any reason, including, without
limitation, if we have reason to believe that such username impersonates someone else, is protected by
trademark or other proprietary rights, or is vulgar or otherwise offensive.
C. Storing Credentials
The Services may allow you to store your login credentials in your web browser so that you can be
automatically logged in each time you access the Services. If someone else has access to your computer or web
browser, the automatic login feature will allow that person to have access to your account. You are
responsible for any damages to Scotch Select or the Services resulting from unauthorized access to the
Services from your account and we will have no liability to you or any third party for damages or loss related
to such unauthorized access or use.
5. INTELLECTUAL PROPERTY
A. Ownership of the Services
The Services, including the Scotch Select Content, including all intellectual property rights in and to the
Services and any changes, modifications or corrections thereto, are the property of Scotch Select and its
affiliates and licensors, and are protected from unauthorized copying and dissemination by United States
copyright law, trademark law, international conventions and other intellectual property laws. By way of
example only, and not as a limitation, “Scotch Select” and the Scotch Select logo are registered trademarks of
Scotch Select., under the applicable laws of the United States and/or other countries. Other Scotch Select
product or service names or logos appearing on or through the Services are either trademarks or registered
trademarks of Scotch Select and/or its affiliates. All other product names are trademarks or registered
trademarks of their respective owners. Scotch Select and its affiliates and licensors reserve all rights in
and to the Services not granted expressly in these Terms. Nothing shall be construed as granting to you, by
implication, estoppel, or otherwise, any license or right to use the Services or any Scotch Select Content,
through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with the
prior written permission of Scotch Select or such third party that may own such Scotch Select Content.
B. Services License
On the condition that you comply with all your obligations under these Terms, and subject to additional terms
of any third-party licenses applicable to third-party software included in the Services, we hereby grant to
you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the
Services solely in connection with your personal, non-commercial purposes. We reserve all rights not otherwise
expressly granted by these Terms. If you do not comply with these Terms, we reserve the right to revoke any
license granted in these Terms and limit your access to the Services. Any use of the Services that exceeds the
rights expressly granted in these Terms is strictly prohibited and constitutes a violation of these Terms,
which may result in the termination of your right to access and use the Services.
By sending us any feedback, ideas, suggestions, documents or proposals (“Feedback”), you
grant to us an
irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative
works of, publish, distribute, sublicense and otherwise exploit the Feedback, and you waive all moral rights
in the Feedback which may be available to you in any part of the world and confirm that no such rights have
been asserted. You represent and warrant that the Feedback does not contain any confidential or proprietary
information of any third party, and that Scotch Select may use your Feedback without restriction or obligation
to you or any third party.
D. Notice and Take Down Procedures; Copyright Agent
If you believe any Scotch Select Content infringes your copyright, you may request removal of those materials
(or access thereto) by contacting Scotch Select’s copyright agent (identified below) and providing the
following information: identification of the copyrighted work that you believe to be infringed, including a
description of the work, and where possible a copy or the location (e.g., URL) of an authorized version of the
work; identification of the material that you believe to be infringing and its location, including a
description of the material and its URL or any other pertinent information that will allow us to locate the
material; your name, address, telephone number and e-mail address; a statement that you have a good faith
belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the
law; a statement that the information that you have supplied is accurate, and indicating that “under penalty
of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf; and a
signature or the electronic equivalent from the copyright holder or authorized representative.
Scotch Select's agent for copyright issues relating to the Services is as follows: Copyright Agent. Scotch
Select Attn: Filip Tufvesson, 37 E 18 St Fl 10, New York NY 10003
(email@example.com). In an
effort to protect the rights of copyright owners, Scotch Select maintains a policy for the termination, in
appropriate circumstances, of subscribers and account holders of the Services who are repeat infringers.
6. MOBILE TERMS
A. Mobile Charges
Your contract with your mobile network provider (“Mobile Provider”) will continue to apply
when accessing or
using the Services on your mobile, handheld device (“Mobile Device”). You understand that
your Mobile Provider
may charge you fees for your use of its network connection services while accessing or using the Services, for
data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third party charges. YOU
ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES.
B. Additional Terms Applicable on the Android Market/Google Play
Scotch Select and you both agree and acknowledge that neither Google Inc., nor any of its subsidiaries or
affiliates (“Google”), are a party to these Terms, and you will look to Scotch Select or the
Client for any
recourse, and not Google. You agree to be bound by the then-current Android Market Terms of Service as found
on Google’s websites (located at
http://www.google.com/mobile/android/market-tos.html) and the Google Play
Terms of Service (located at
https://play.google.com/about/play-terms.html). You acknowledge that Google has
no obligation whatsoever to furnish any maintenance and support services with respect to the Services. To the
extent there is a conflict between any of the terms contained herein and those set forth in the Android Market
Terms of Service or Google Play Terms of Service, the Android Market Terms of Service or Google Play Terms of
Service will prevail and govern.
C. Additional Terms Applicable on the Apple App Store
The following applies to you only if you are using the App from the Apple App Store. To the extent the other
terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and
conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph
apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms
are solely between you and Scotch Select, not Apple, and that Apple has no responsibility for the App or
content thereof. Your use of the App must comply with the App Store Terms of Service. You acknowledge that
Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In
the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple
will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law,
Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses,
liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely
governed by these Terms. You and Scotch Select acknowledge that Apple is not responsible for addressing any
claims of you or any third party relating to the App or your possession and/or use of the App, including, but
not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable
legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Scotch Select acknowledge that, in the event of any third-party claim that the App or your possession
and use of that App infringes that third party’s intellectual property rights, Scotch Select, not Apple, will
be solely responsible for the investigation, defense, settlement and discharge of any such intellectual
property infringement claim to the extent required by these Terms. You must comply with applicable third party
terms of agreement when using the App. You and Scotch Select acknowledge and agree that Apple, and Apple’s
subsidiaries, are third party beneficiaries of these Terms as they relate to your license of the App, and
that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the
right) to enforce these Terms against you as a third party beneficiary thereof.
A. Termination By You
You may deactivate your account and discontinue your use of the Services at any time. In order to deactivate
your account, please contact us at firstname.lastname@example.org.
You understand that Your Content may continue to
exist and be used on or through the Service even after such deactivation.
B. Termination By Scotch Select
Any violation of these Terms, including any of the prohibitions in Section 2(C), may result in suspension or
termination of your access to the Services and/or removal of Your Content. Scotch Select may also terminate
your account if Scotch Select determines that your conduct poses a risk or liability to Scotch Select, or for
any other reason as determined by Scotch Select in its sole discretion.
C. Effects of Termination
The provisions of these Terms that by their content are intended to survive the expiration or termination of
these Terms, including, without limitation, provisions governing ownership and use of intellectual property,
representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue,
remedies, rights after termination, and interpretation of these Terms, will survive the expiration or
termination of these Terms for their full statutory period.
8. DISCLAIMER OF WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY
A. Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTIES SET OUT IN SECTION 1(F) OF THE RENTAL AND SALE AGREEMENT RENTAL AND SALE
AGREEMENT, TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT USE OF THE
FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE
FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON THE SERVICES WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN
THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED, THAT THE SERVICES AND ANY CONTENT OR
INFORMATION FOUND ON THE SERVICES WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR
OTHER MATERIALS OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT
YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH
MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE SERVICES OR ANY
PRODUCT WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Scotch Select, AND ITS SUBSIDARIES, AFFILIATES, OFFICERS,
VENDORS, MEMBERS, MANAGERS, EMPLOYEES, DIRECTORS, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,
DAMAGES, LOSSES, DEMANDS, OR EXPENSES, INCLUDING ATTORNEY’S FEES AND COSTS AND EXPENSES, ARISING OUT OF OR IN
ANY WAY CONNECTED WITH: (1) YOUR USE OF THE SERVICES, INCLUDING YOUR PURCHASE OF PRODUCTS OR SUBSCRIPTION TO A
MEMBERSHIP; (2) YOUR VIOLATION OF THESE TERMS, (3) ANY OF YOUR CONTENT YOU POST OR PROVIDE THROUGH THE
SERVICES, (4) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY, AND (5) YOUR NEGLIGENCE OR WILLFUL
C. Limitation of Liability
YOU EXPRESSLY AGREE TO WAIVE AND RELEASE AND HEREBY WAIVE AND RELEASE, ANY AND ALL CLAIMS AND LIABILITIES
AGAINST Scotch Select THAT ARISE FROM YOUR USE OF THE SERVICES OR, INCLUDING, WITHOUT LIMITATION, YOUR USE OF
THE SERVICES IN VIOLATION OF THIS THESE TERMS, THE RENTAL AND SALES AGREEMENT, THE REFERRAL POLICY, OR ANY
FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS.
UNDER NO CIRCUMSTANCES, SHALL Scotch Select OR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS,
EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES.
THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER
GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHERWISE, INCLUDING LOSS OF DATA, INCOME OR
PROFITS), WHETHER IN CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED
REPRESENTATIVE OF Scotch Select HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE DISSATISFIED WITH THE SERVICES, ANY OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO
DISCONTINUE USING THE SERVICES. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES, THAT SUCH USAGE IS AT YOUR SOLE
RISK AND YOU ACCEPT THE TERMS AND CONDITIONS STATED IN THESE TERMS, INCLUDING THE LIMITATION OF LIABILITY AND
DISCLAIMERS SET FORTH HEREIN.
IN THE EVENT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES CONTAINED IN
THESE TERMS SHALL BE DETERMINED BY A COURT OR ARBITRATOR TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS
SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW. IN ANY EVENT, THE TOTAL MAXIMUM
AGGREGATE LIABILITY OF Scotch Select AND ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES,
AGENTS, OR CONTRACTORS UNDER THESE TERMS OR THE USE OR EXPLOITATION OF ANY OR ALL PARTS OF THE SERVICES IN ANY
MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).
IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER
EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A
GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED
HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE
CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT
SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY
HAVE AGAINST Scotch Select.
9. DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER
This Section 9 includes an arbitration agreement and an agreement that all claims will be brought either in
arbitration or in small claims court and, in either case, only in an individual capacity (and not as a class
action or other representative proceeding). Please read it carefully.
A. Informal Process First
Both you and Scotch Select agree that in the event of any dispute between us, you and Scotch Select will first
contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more
formal means of resolution.
B. Mandatory Arbitration of Disputes
All disputes between you and Scotch Select will be resolved by BINDING ARBITRATION. YOU HEREBY AGREE TO GIVE
UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may
be taken to small claims court. Your rights will be determined by a neutral arbitrator, NOT a judge or jury.
You agree that any dispute arising out of or relating to these Terms, including with respect to the
interpretation of any provision of these Terms or concerning the performance or obligations of Scotch Select
or you, shall be resolved by mandatory and binding arbitration submitted to JAMS in accordance with its
Commercial Arbitration Rules at the request of either Scotch Select or you pursuant to the following
(a) Place of Arbitration Hearings. Unless you elect to conduct the arbitration by telephone or written
submission, an in-person arbitration hearing will be conducted at a JAMS facility in your area or at a JAMS
facility in New York City.
(b) Selection of Arbitrator shall be made pursuant to JAMS’ Streamlined Arbitration Rules & Procedures or
JAMS’ Comprehensive Arbitration Rules & Procedures, depending on the amount of the claim as specified
(c) Conduct of Arbitration. The arbitration shall be conducted by a single neutral arbitrator under JAMS’
Streamlined Arbitration Rules & Procedures. For claims exceeding $5,000.00, the arbitration shall be
conducted under JAMS’ Comprehensive Arbitration Rules & Procedures Subject to the applicable JAMS procedure,
the arbitrator shall allow reasonable discovery in the forms permitted by the Federal Rules of Civil
Procedure, to the extent consistent with the purpose of the arbitration. The arbitrator(s) shall have no
power or authority to amend or disregard any provision of this section or any other provision of these
Terms, except as necessary to comply with JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute
Clauses Minimum Standards of Procedural Fairness. The arbitration hearing shall be commenced promptly and
conducted expeditiously. If more than one day is necessary, the arbitration hearing shall be conducted on
consecutive days unless otherwise agreed in writing by the parties.
(d) Findings and Conclusions. The arbitrator(s) shall, after reaching judgment and award, prepare and
distribute to the parties written findings of fact and conclusions of law relevant to such judgment and
award and containing an opinion setting forth the reasons for the giving or denial of any award. The award
of the arbitrator(s) shall be final and binding on the parties, and judgment thereon may be entered in a
court of competent jurisdiction.
(e) Costs and Fees. You will be subject to a $250 filing fee to initiate an arbitration. To the extent
permitted by JAMS procedures, each party shall bear its own costs and expenses and an equal share of the
arbitrators' and administrative fees of arbitration, with Scotch Select remaining responsible for its share
of costs, expenses and fees plus any costs, expenses and fees required of it under JAMS procedures.
(f) Litigation. Either party also may, without waiving any remedy under these Terms, seek from any court
having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of
that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's
determination of the merits of the controversy). We also both agree that you or we may bring suit in court
to enjoin infringement or other misuse of intellectual property rights.
(g) Other. The Federal Arbitration Act and federal arbitration law apply to these Terms.
C. Class Action Waiver
The parties expressly waive any ability to maintain any class action in any forum. Any arbitration, claim or
other proceedings by or between you and Scotch Select shall be conducted on an individual basis and not in any
class action, mass action, or on a consolidated or representative basis. You further agree that the arbitrator
shall have no authority to award class-wide relief or to combine or aggregate similar claims or unrelated
transactions. You acknowledge and agree that these Terms specifically prohibits you from commencing
arbitration proceedings as a representative of others. If for any reason a claim proceeds in court rather than
in arbitration, the parties each waive any right to a jury trial. Any claim that all or part of this Class
Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of
competent jurisdiction and not by an arbitrator.
The following additional terms and conditions apply to the sale, use and redemption of Scotch Select electronic-only “digital” gift memberships (collectively, “Gift Memberships”). Purchase and use of a Gift Membership constitutes acceptance of this Agreement. In addition to the terms in this Section, the purchase, use, and redemption of Gift Membership are considered part of the Services subject to this Agreement generally.
A. Redemption and Use
Gift Memberships may only be purchased online. Gift Memberships are redeemable only for eligible prospective and current Members, as determined at Scotch & Soda's sole discretion. Limits may apply to Gift Memberships redemption and use. A Gift Membership may only be used towards the Membership Fee and cannot be used to purchase Products or other Gift Memberships. When a Gift Membership is redeemed and activated, the total value of the Membership and sales tax will be deducted from the currently available Gift Memberships balance and your subscription will simultaneously begin. At the end of the Gift Membership term, you will automatically be billed the applicable Membership Fee and thereafter the Membership Fee will automatically renew and you will be billed monthly unless you cancel your Membership prior to the expiration of your Gift Membership. Your Gift Membership will expire on the date designated in the Gift Membership notification. Your Gift Membership cannot be paused. The Gift Membership number will be delivered to the recipient’s email address that purchaser provides at the time of purchase of the Gift Membership. Purchaser is responsible for providing an accurate and deliverable recipient email address. The recipient will usually receive the Gift Membership via email within 24 hours, or on the delivery date, the purchaser chooses, which must occur within ninety (90) days from the purchase date. For assistance with a Gift Membership, please reach out to customer service at
email@example.com or call 1-833-249-9661.
B. Expiration and Fees
There is no expiration date to activate your Gift Membership and it is not subject to any fee. Gift Memberships are final and not redeemable, transferable, or exchangeable for cash or any value (except as required by law). Gift Memberships cannot be reloaded and are not refundable.
C. Lost, Stolen, or Damaged Gift Membership; Unauthorized Use
You should treat your Gift Membership like cash and protect it accordingly. Title to and risk of loss for Gift Memberships passes to the purchaser upon sale. Scotch & Soda reserves the right to refuse to accept Gift Memberships that Scotch & Soda believes were fraudulently obtained. Scotch & Soda is not responsible if a Gift Memberships is lost, stolen, destroyed, damaged, or used without permission. Gift Memberships will be replaced if lost, stolen or damaged only with proof of purchase and only for the value shown on Scotch & Soda's records. Scotch & Soda is not responsible if your Gift Memberships is used without your permission.
D. Cancellation of Membership
If you cancel your Gift Membership, your account will expire at the end of the Gift Membership term and your account will be deactivated. After your cancellation request, you’ll be able to continue to use the Service for the remainder of your Gift Membership term. When the Gift Membership term expires, your cancellation will take effect and you will no longer be able to use the Services.
You consent to receive communications from us, including email, text messages, calls, direct mail, and push
notifications, including for the purposes of notifying you about the status of your order, sending you
reminders, facilitating secondary authentication, and providing other information. We may contact you by
telephone calls or text messages, including by an automatic telephone dialing system, at any of the telephone
numbers provided by you. Standard message and data rates charged by your mobile carrier may apply to the text
messages we send you. You may opt out of receiving communications by emailing
firstname.lastname@example.org or calling us at 1-833-249-9661.
You acknowledge that opting out of receiving communications may impact your use
of the Services.
B. Consent to Do Business Electronically
We use and rely upon electronic records and electronic signatures for the execution and delivery of these
Terms and any other agreements, undertakings, notices, disclosures or other documents, communications or
information of any type sent or received in accordance with these Terms and in performing our obligations and
exercising our rights under these Terms. Neither you nor Scotch Select will prevent or inhibit in any way the
other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to
the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic
records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating
to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound
thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake
all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be
able to conduct business electronically.
C. Jurisdictional Issues
Scotch Select makes no representation that the Services are appropriate or available for use outside the
United States. Those who choose to access the Services or any part thereof from outside the United States do
so at their own risk and are responsible for compliance with applicable local laws. The Services may contain
references or cross references to products or services that are not available or approved by the appropriate
regulatory authorities in your country. Such references do not imply that Scotch Select intends to announce or
make available such products or services to the general public, or in your country. Contact Scotch Select at
email@example.com to determine which products and
services may be available to you.
D. Export Laws
The laws of the United States of America prohibit the export of certain software and data to particular
persons, territories, and foreign states. You agree not to export the Services, including the Scotch Select
Content, or any part thereof, in any way, in violation of United States law.
E. Equitable Relief
You agree that breach of the provisions of these Terms would cause irreparable harm and significant injury to
us which would be both difficult to ascertain and which would not be compensable by damages alone. As such,
you agree that we have the right to enforce the provisions of these Terms by injunction (without necessity of
posting bond), specific performance, or other equitable relief without prejudice to any other rights and
remedies we may have for your breach of these Terms.
F. Governing Law/Venue
These Terms are governed and interpreted pursuant to the laws of the State of New York, notwithstanding any
principles of conflicts of law. Any disputes in connection with these Terms that, notwithstanding the
mandatory arbitration provision we have agreed to above, results in court action, shall be resolved
exclusively by a state or federal court located in New York County, New York, and you specifically consent to
the personal jurisdiction of such courts and waive any claim of forum non convenience.
G. Entire Agreement
These Terms are the entire agreement between you and Scotch Select relating to the subject matter herein and
shall not be modified except by Scotch Select in accordance with these Terms, or as otherwise agreed in
writing by you and Scotch Select. No employee, agent or other representative of Scotch Select has any
authority to bind Scotch Select with respect to any statement, representation, warranty or other expression
not specifically set forth in these Terms.
H. Severability and Waiver
If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will
not affect the validity and enforceability of the remaining provisions. The preceding sentence does not apply
to New Jersey residents or transactions. The failure of a party to require performance of any provision will
not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach
or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or
default or a waiver of the provision itself.
You may not assign or transfer these Terms or any of your rights or obligations under these Terms. Scotch
Select may assign these Terms at any time without notice to you.
J. Force Majeure
Scotch Select will not be liable for, or be considered to be in breach of these Terms on account of, any delay
or failure to perform as required by these Terms as a result of any cause or condition beyond Scotch Select’s
K. Contact Us
Please send any questions or comments, or report violations of these Terms, to Scotch Select at firstname.lastname@example.org.