Terms Of Service

TERMS OF SERVICE

RECOVER BY PATTERN TERMS OF SERVICE

By registering to use Recover by Pattern (the “Service”) you agree to the following terms of service:

1. 1. Incorporation of Terms of Use and Privacy Policy. These Recover by Pattern Terms of Service incorporate by reference the pattern.com Terms of Use and Privacy Policy.
2. 2. Parties. You and Pattern are both referred to in these Terms as a “Party” and together as the “Parties.”
3. 3. Scope of Pattern’s Obligations. Pattern will undertake efforts to recover shortage and chargeback fees from Amazon. Pattern shall undertake on your behalf all dispute activity across all fee types on a best-efforts basis.
4. 4. Scope of Your Obligations. You will
  1. a. not under any circumstances initiate any Amazon recovery attempts independent of Pattern’s recovery attempts and cease existing efforts on any duplicative recovery efforts ;
  2. b. access the Service only in connection with the Services, and will not misuse, reverse engineer or introduce any malicious code into any such software. You are responsible for any unauthorized access to or misuse of any software under your account and you agree to immediately notify Pattern of any unauthorized access to or misuse of the software. Pattern may suspend your access to the software, including deactivating your credentials, in the event of suspected unauthorized access to or misuse of the software.
5. 5. Assignment. Pattern may assign certain of its obligations to affiliates and/or contractors for performance of the Services.
6. 6. Representations and Warranties.
  1. a. Mutual Warranty. Pattern and you represent and warrant to the other that registration for and performance of the Services will constitute the legal, valid, and binding obligation of each party, enforceable against such party in accordance with its terms.
  2. b. By You. You represent and warrant that you (i) have not entered into another agreement that precludes you from using the Services (ii) have the full corporate right, power, and authority to register for the Services; (iii) own the rights necessary to grant the rights and licenses or sublicenses and fulfill your obligations associated with the Services.
  3. c. Disclaimer of Warranties. THE WARRANTIES GIVEN IN THESE TERMS OF SERVICE BY PATTERN WITH RESPECT TO THE SERVICES PROVIDED BY PATTERN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND DELIVERABLES PROVIDED BY PATTERN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NOTHING IN THESE TERMS OF SERVICE SHALL BE DEEMED A WARRANTY BY PATTERN WITH RESPECT TO THE PRODUCTS OR THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
7. 7. Indemnification and Limitation of Liability. You and Pattern each agree to indemnify, defend, and hold harmless the other party, its employees, managers, officers, directors, principals, owners and agents, from and against any and all third-party claims, demands, damage, actions, costs, liability, loss and expense (including reasonable attorney’s fees) arising out of or relating to any material breach of obligations under these Terms of Service. In no event shall you or Pattern be liable for consequential, incidental, indirect or punitive loss, damage or expenses (including but not limited to business interruption, lost business, or lost savings) even if it has been advised of their possible existence, and neither party’s cumulative liability to the other party, or any third party, for any loss or damages arising out of or relating to the Services or these Terms or Service shall not exceed $1,000,000. The allocations of liability in this section represent the agreed and bargained-for understanding of you and pattern.
8. 8. Intellectual Property. As between you and Pattern, Pattern shall at all times be and remain the sole and exclusive owner or licensor of all patents, processes, software, code, files, technology, templates, designs, images, text, forms, scripting, trademarks, trade secrets and know-how of Pattern or its licensors, including without limitation any of such items that may be created by Pattern in connection with the performance of the Services (collectively, the “Pattern Property”). To the extent you acquire any right, title or interest in any Pattern Property, you hereby assign and convey all such right, title and interest therein to Pattern. You will not copy, modify, distribute or transfer, display, sublicense, rent, reverse engineer, de-compile or disassemble the Pattern Property.
9. 9. Miscellaneous Terms and Conditions.
  1. a. Governing Law and Forum. These Terms of Service and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Utah, without giving effect to principles of conflicts of law. The Parties agree to the exclusive jurisdiction of state and federal courts located in Salt Lake City, Utah.
  2. b. No Waiver. No waiver of any breach of any provision of these Terms of Service will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.
  3. c. Notice. If you need to contact Pattern about these Terms of Service, email us at legal@pattern.com.
  4. d. Relationship of the Parties. The Parties are and intend to be independent contractors and nothing in the Terms of Service will be construed to create a partnership, joint venture, or employer-employee relationship.
  5. e. Severability. Whenever possible, each provision of these Terms of Service will be construed and interpreted in such a manner as to be effective and valid under applicable law, but if any provision of these Terms of Service or the application thereof to any party or circumstance will be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition invalidating the remainder of such provision or any other provision of these Terms of Service or the application of such provision to other parties or circumstances.