Terms of service
Thank you for using ReelFresh! Please read these terms of service in detail. By using our application or any related services (the ReelFresh service), you agree to all terms described here and all terms incorporated by reference (“Terms” or “Terms of Service”) LAST UPDATED: February 11, 2021.
You accept and agree that there are risks associated with using an online marketplace and interacting with other users in person “Assumption of risk”
These Terms apply to your use of the ReelFresh Application and Website provided by ReelFresh Inc. (“ReelFresh”, “we” and “us”).
Eligibility Only users who are sixteen (16) years of age or older may register for the ReelFresh Application. If you are between the ages of sixteen (16) and eighteen(18), you may use the ReelFresh Service only with the supervision of a parent or legal guardian who agrees to be bound by these Terms. You also warrant that you: (a) have never been banned or removed from using the ReelFresh Service prior to this; and (b) may enter into this agreement without violating any other agreement or contract to which you are a party. If you are registering to use the ReelFresh Service on behalf of a legal entity, you also represent and warrant that; (i) such legal entity validly exists under all applicable laws of the jurisdiction of its organization, and (ii) you are legally authorized to act on behalf of that entity. To become a seller on ReelFresh, you must be fully registered and licensed to sell any goods that you offer on the ReelFresh Application. It is your responsibility to ensure that you comply with all DLNR, county, state, federal and Department of Health guidelines. ReelFresh assumes no responsibility for sellers selling goods without proper qualifications. ReelFresh is under no obligation to ensure that users comply with all regulations, and lack of doing so does not constitute or imply an endorsement, sponsorship or recommendation by ReelFresh to sell goods illegally.
Registration and Security ResponsibilitiesIn order to use some functionalities of the ReelFresh Service, you will be required to create a ReelFresh account (“Account”) and/ or a seller payment account (“Fisherman Account'' or “Vendor Account”) with Reelfresh Inc. (“ReelFresh”). In connection with creating an Account or Fisherman Account/ Vendor Account, you must provide certain information (“Registration Data'') and provide responses for all fields marked “required”. You agree to: (a) provide accurate, truthful and current Registration Data; (b) maintain and update your Registration Data to ensure its accuracy and currency; (c) maintain the security of your Account and the FishermanAccount/Vendor Account, by doing but not limited to the following; maintaining the confidentiality of your login information; and (d) allow ReelFresh to contact you for the purpose of confirming any of your Registration Data, to conduct research and resolve any disputes, as ReelFresh may elect to do on occasion. All users agree to allow ReelFresh to contact you at any time, by any method you make available.
User ContentWhile using ReelFresh, you may transmit or otherwise make available certain information including content, messages, materials, data, text, photos, graphics, code or other items or materials (“User Content”) through posting goods for sale, private messaging, or other areas or services. User content may be viewable by the public in some instances. ReelFresh reserves the right but is not obligated to remove, screen or edit any User Content posted, transmitted or stored on the ReelFresh Service at any time and for any reason without notice. You agree to not post, upload, transmit, distribute, store, create, disclose, solicit or otherwise publish to ReelFresh any of the following:Undersized, out of season or otherwise illegal species, foods, or goods (Even if the listing function will accept undersized or out of season species) User Content that is, disrespectful or may expose ReelFresh or others to liability or harm (In ReelFresh’s Judgement); User Content that may infringe on the patent, trademark, trade secret, copyright or intellectual property, or privacy right of any person or business;Private information of any third party without their consent, including addresses, phone numbers or payment informationViruses, corrupted data, or other harmful files; orUser Content that inhibits anyone from using or enjoying ReelFresh
You are the merchant, retailer and seller of all products. ReelFresh is not a wholesaler, retailer or seller of any products.
You are entirely responsible for backing up any information at your sole cost and expense. ReelFresh is not responsible for any errors, omissions or fraudulent information that you publish on ReelFresh. By adding a listing or any User Content to ReelFresh, you hereby grant to ReelFresh a non-exclusive, transferable, royalty-free, irrevocable, perpetual, sublicense to use, reproduce, modify, adapt, publish, translate, sell, create derivative works form, distribute, perform and display the User Content, and your name, company name, location and any other information you submit with the User Content, on ReelFresh. The use of User’s name, likeness, or identity in connection with ReelFresh does not constitute or imply any endorsement thereof unless stated otherwise. We are also within our rights to disclose your identity to any third party who is claiming that any of your User Content is in violation of their intellectual property rights or their right to privacy.
Content Freshness and food safety. It is the sole responsibility of the seller to ensure that they follow proper fish handling and icing procedures, and ensure that the fish they sell is safe to eat. ReelFresh does not affirm or warrant that any or all fish on ReelFresh have been handled property and are safe to eat. Sellers agree to follow all safe food handling procedures and guidelines, and affirm that the fish they sell is less than 24 hours old. By agreeing to these Terms and using ReelFresh, both buyers and sellers acknowledge and accept that you are doing so at your own risk. Consuming raw or undercooked
meats, poultry, seafood, shellfish, or eggs may increase your risk of foodborne illness, especially if you have certain medical conditions. Do not eat anything you may be allergic to. Regulations. By agreeing to these terms, sellers affirm and warrant that they will only harvest fish and other marine life of acceptable size, during the appropriate season, using appropriate methods, in full accordance with all laws and regulations. The ability to list a fish or marine species on ReelFresh of illegal size, or during closed seasons does not constitute, or suggest that ReelFresh supports this. It is not ReelFresh’s responsibility to ensure all fish on ReelFresh are legally harvested, and lack of removing these illegal species from the app is not to be construed as endorsement, sponsorship or recommendation. It is the sole responsibility of the fisherman to ensure that the fish they catch and sell on ReelFresh are in accordance with all applicable laws and regulations. ReelFresh is under no obligation to ensure that users comply with any regulations, and lack of doing so does not constitute or imply an endorsement, sponsorship or recommendation by ReelFresh to sell anything illegally. Sustainability, etc. ReelFresh gathers data from primary sources (Including but not limited to: the fishermen). As in many fields of science, there is not always a consensus on scientific theories, and theories can change overtime as new information is discovered. The information provided by ReelFresh is the opinion of ReelFresh, and may be in opposition to other establishments.
Third Party Services and ContentWhile using ReelFresh, you may come across content, utilize services or otherwise interact with content and services provided by third parties, including but not limited to, the ReelFresh Payment Solution provided by a third party payment processor, links and or connections to other websites, or applications (“Third-Party Content”). ReelFresh does not control or endorse any Third-party content. You acknowledge and agree that ReelFresh has no responsibility for any Third-Party Content, including but not limited to, material that is incomplete, erroneous, offensive, misleading or otherwise objectionable. Also, your dealings with the third parties are solely between you and such third parties. ReelFresh is not liable for any damage, loss, caused or alleged to be caused by or in connection with any such dealings, including delivery, quality, safety, legality or any other aspect of any good or service you may purchase from or sell to a third party.
PaymentsCash or other payments (Determined by users) A buyer may not use cash as a payment to a seller. If a seller requests cash as payment, buyers do so at their own risk. ReelFresh is not a party to such cash transactions, and does not offer refunds or returns in this case, or any case unless decided on at ReelFresh’s sole discretion. ReelFresh Payments. Buyers may pay with credit cards, and sellers may receive payment from credit cards via the ReelFresh application. ReelFresh has integrated with Stripe, a payment processing service, to allow sellers to accept certain Electronic Payment Methods. To make a purchase, buyers must provide their Electronic Payment Method details (Credit card information), and sellers must create a Stripe account as explained in the “Payment Info” Section of their ReelFresh profile page. Buyers. When you pay through the ReelFresh Payment solution, the seller processes your Electronic Payment using Stipe’s Payment processing Service. ReelFresh is not a party to purchase and sale transactions using the ReelFresh Payment solution. ReelFresh further disclaims any and all responsibility to facilitate or provide refunds or returns in any circumstance, unless decided otherwise at ReelFresh’s sole discretion. ReelFresh uses a prepay function in order for buyers to reserve fish from a seller. This is done to represent a prospective purchase, and reserve the fish/product for that buyer. No payment methods are charged until you officially process the payment. This is done to help the ReelFresh application keep accurate inventory of a seller’s stock, and to help ensure the app does not oversell a fisherman’s catch. It is important that buyers do not fully process the payment until buyers see the fish/ product in person and are satisfied with the quality and freshness. Processing of the payment by buyers constitutes acceptance and sign off on the goods received from the seller. Sellers. By using the ReelFresh Payment Solution to accept Electronic Payment Methods, you are entering into an agreement with Stripe subject to the Stripe Terms of Service. ReelFresh is not a party to the Stripe Services agreement and will not be liable or responsible for the payment services provided by Stripe. If Stripe discontinues providing services in connection with the ReelFresh Payment Solution, you authorize Stripe to share your payment method information with an alternative third-party payment processor that is or will be integrated into the ReelFresh Payment Solution. ReelFresh Fees. You agree to pay the service fees (“service Fees”) that will be automatically deducted (or added) to any transaction you make using the ReelFresh Payment Solution. The service Fees include Electronic Payment Method processing fees and service fees to ReelFresh. ReelFresh reserves the right to raise or lower the service fee at any time. All fees are denominated in US dollars and are exclusive of any applicable taxes. ReelFresh may also choose to implement a monthly or annual fee for the use of the ReelFresh Application. Receiving Sale Proceeds. STRIPE MUST ACCEPT YOUR APPLICATION TO USE THE REELFRESH PAYMENT SOLUTION BEFORE YOU CAN CREATE A LISTING ON REELFRESH. IF STRIPE REJECTS YOUR APPLICATION YOU WILL NOT BE ABLE TO POST ON REELFRESH. The money sellers receive from sales will be made available in the Stripe account that they registered with ReelFresh, the money can be transferred to your bank account at any time, or set up to be paid out automatically, via the Stripe dashboard. Transfers generally take 1-3 business days to show up in your bank account that you registered with Stripe. The first payout may take longer, as stated by Stripe. Acceptable Use violations. YOUR RIGHT AND/OR ABILITY TO RECEIVE SALES PROCEEDS VIA THE REELFRESH PAYMENT SOLUTION MAY BE REVOKED, DISABLED, OR LIMITED IF THE PURCHASE OR SALE VIOLATED THE ACCEPTABLE USE SECTION OF THESE TERMSNo refunds. All sales are final, there are no refunds unless you and the seller agree to make arrangements for a refund. Sellers are not responsible to provide a refund for any reason, but they may choose to do so at their own discretion. If you have an issue with your purchase, please reach out to us at email@example.com
and we will do our best to help. Taxes. ReelFresh passes on the maximum amount of Hawaii State GET allowed by law. Fishermen are still liable for their own HI State GE tax, at the wholesale rate. It is the user's responsibility to determine what, if any taxes are applicable to each translation they make on ReelFresh, including but not limited to general excise, sales, use, value added, and similar taxes. It is your responsibility to collect, report, and pay the correct taxes to the appropriate taxing authority. ReelFresh is not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar taxes resulting from any transaction completed with ReelFresh, in regards to seller’s tax liability. Shipping and delivery. Shipping or delivery may be done at the seller and buyers discretion. ReelFresh is not a party to any transactions involving shipped goods.
Discontinuance of the ReelFresh Service ReelFresh may, in its sole discretion and without prior warning, modify, discontinue, terminate, suspend, or shut down (temporarily or permanently) all or a portion of the ReelFresh service at any time. Acceptable Use When using ReelFresh, you agree that you will not violate any law, contract, intellectual property or other third party right. Without limiting the above, you agree that you will not do, or permit any third party to do, any of the following;Use ReelFresh in an unauthorized mannerTransmit or otherwise publish any content that: (1) you do not have the right to, (2) may expose ReelFresh, its affiliates or users to harm or liability, or (3) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, unlawful, untrue or otherwise objectionable;Transmit any content that contains software viruses or other computer files designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;Copy any portion of the ReelFresh service Remove, alter or obscure any copyright or other proprietary notices of ReelFresh or its affiliates;Obscure or delete any advertisements that appear through ReelFreshAttempt to probe, test, hack or otherwise circumvent any security measures;Violate any requirements, policies, procedures or regulations of any network connected to ReelFresh;Disrupt the use and enjoyment of others on ReelFresh;Attempting to gain access to, obtain login credentials or other security information of another user's account;Falsely state or misrepresent your identity;Provide false information during account creation or registration;Create more than one account or create an account for someone else without permission;Use or attempt to use someone else's account without permission; Attempt to pay for an item using an Electronic Payment Method that you do not own, or you are not authorized to use;Use ReelFresh to stalk, harass, invade the privacy of, or otherwise cause harm to any person;Use ReelFresh in any manner that exposes ReelFresh to any harm or liability;Use ReelFresh to violate the intellectual property rights or other rights of anyone;Use ReelFresh to engage in any illegal activity or promote activities that are illegal, misleading, malicious or discriminatory, including but not limited to illegal gambling, fraud, money-laundering, or terrorism;Transfer rights granted to you under these Terms; orEncourage anyone else to engage in any activity that is expressly prohibited in these Terms. If you violate any of the above, ReelFresh reserves the right to suspend or terminate your access to ReelFresh immediately, without notice, and you will have infringed on ReelFresh’s intellectual property or other rights, which may subject you to prosecution and damages. ReelFresh also reserves the right to act in a responsible manner in regards to items purchased or sold, that are in violation of these Terms. ReelFresh has the right to monitor, ratain and disclose any information regarding your use of ReelFresh as it may be necessary to satisfy an applicable law, legal process or government request. You also acknowledge and agree that ReelFresh is not liable for the actions, or your interactions with any users of the ReelFresh application (Including offline interactions). Your interactions with ReelFresh users are entirely between you and that user(s), and ReelFresh is not responsible or liable for any loss, damage, illness, injury or harm which may result from these interactions. Also, enforcement of these Terms is done at our sole discretion, and lack of enforcement in some cases does not constitute a waiver of our right to Enforce these Terms in the future or other cases. These Terms do not promise or create reasonable expectation that ReelFresh will not contain any content that is listed as prohibited in this section.
Moderation You agree that ReelFresh may restrict or limit your access to the ReelFresh Service at our sole discretion, including but not limited, blocking, filtering, deletion, delay, omission, verification and or termination of access. ReelFresh has the right to remove any posting you make on ReelFresh if, in our opinion, your post does not meet our standards, as outlined in these Terms. You agree not to attempt to circumvent such restrictions. You also agree that ReelFresh is not responsible for moderating or not moderating.
Feedback Any comments, emails, reviews, or material sent to us, including but not limited to ideas, questions, comments, suggestions, feedback or similar, is non-confidential and will become our sole property. We will have no obligation to you of any kind, monetary or otherwise, with respect to the feedback, and will be free to reproduce, disclose, display, transform, distribute or use in any way, without limitation or obligation. You waive all rights you may have to the feedback you submit to us. You also agree to not submit any feedback that is defamatory, illegal, offensive or otherwise violates others rights or breaches any agreements you have with a third party.
Copyright Policy A. Copyright Complaints.
If you believe that anything on the ReelFresh Service infringes upon any copyright that you own or control, you may file a notification with ReelFresh’s Designated Agent as set forth below:Designated Agent:ReelFresh Copyright Agent
Address of Designated Agent:74 Kihapai St.
Kailua, Hawaii 96734
Email Address of Designated Agent:legal@Reelfreshapp.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by ReelFresh or the alleged infringer as the result of ReelFresh reliance upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Intellectual Property RightsUnless stated otherwise, ReelFresh and all content and other materials displayed including but not limited to,the ReelFresh logo and icons, are the property of ReelFresh Inc. and are protected by United States and international copyright laws and other intellectual property right laws.
TrademarksReelFresh, Reelfreshapp.com, logos, graphics, and icons are trademarks, registered trademark, or trade dress of ReelFresh Inc. in the United States, and may not be copied, imitated or used in whole or in part, without ReelFresh’s prior written consent.
Suspension; TerminationReelFresh may terminate your license to access ReelFresh for any reason, without prior notice at ReelFresh’s sole discretion. For reasons including but not limited to; violation of these Terms. You agree to stop using ReelFresh Immediately and not attempt to create a new account if ReelFresh suspends or terminates your license to access ReelFresh. ReelFresh reserves the right, but does not undertake any duty, to take legal action in the event a user fails to comply with our termination of license agreement.
Disputes Between Users: If there is a dispute between users of ReelFresh, or between users and any third party, you understand and agree that ReelFresh is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release ReelFresh, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the ReelFresh Service. With ReelFresh i. Governing Law; Jurisdiction. This Agreement and all aspects of the application and ReelFresh Service shall be governed by and construed in accordance with the internal laws of the State of Hawaii, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Honolulu County, State of Hawaii, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website or Company Services be instituted more than one (1) year after the cause of action arose.
ii. Informal Resolution. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and ReelFresh agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. iii. Binding Arbitration. If you and ReelFresh are unable to resolve a Dispute through informal negotiations, either you or ReelFresh may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, ReelFresh will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Honolulu County, State of Hawaii. Except as otherwise provided in this Agreement, you and ReelFresh may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. iv. Restrictions. You and ReelFresh agree that any arbitration shall be limited to the Dispute between ReelFresh and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. v. Exceptions to Informal Negotiations and Arbitration. You and ReelFresh agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or ReelFresh’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor ReelFresh will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and ReelFresh agree to submit to the personal jurisdiction of that court.
Assumption of RiskYOU ACKNOWLEDGE AND AGREE THAT THERE RISKS ASSOCIATED WITH USING AN ONLINE MARKETPLACE, AND INTERACTING WITH OTHER USERS IN PERSON. REELFRESH DOES NOT INVESTIGATE OR VERIFY ANY USER’S QUALIFICATION, LICENSING, REPUTATION, CONDUCT, CRIMINAL BACKGROUND, OR ANY INFORMATION THAT USERS SUBMIT TO US. USERS ARE SOLELY RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS WHEN INTERACTING WITH OTHER USERS, ESPECIALLY WHEN MEETING A STRANGER FOR THE FIRST TIME. IT IS POSSIBLE THAT OTHER USERS MAY ATTEMPT TO PHYSICALLY HARM OR DEFRAUD YOU OR OBTAIN INFORMATION FROM YOU FOR FRAUDULENT PURPOSES. YOU ASSUME ALL RISK RELATED TO SELLING AND BUYING THROUGH REELFRESH’S SERVICE, INCLUDING ALL ONLINE AND OFFLINE INTERACTIONS WITH OTHER USERS
Disclaimer of Warranties TO THE FULLEST EXTENT PERMITTED BY LAW, WITH EXCEPTION TO THINGS PROVIDED BY US IN THE CONTRARY, THE REELFRESH SERVICE, AND ANY ITEMS SOLD BY USERS ON REELFRESH ARE PROVIDED ON AN ‘AS IS’ AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, AS TO REELFRESH, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED, AND ANY ITEMS SOLD THROUGH REELFRESH. WITHOUT LIMITING THE ABOVE, TO THE FULLEST EXTENT OF THE LAW, NEITHER REELFRESH NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES REPRESENT OR WARRANT THAT (I) THE REELFRESH SERVICE, OR ITEMS SOLD THROUGH THE REELFRESH SERVICE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, SAFE TO EAT OR ERROR FREE; (II) THAT THE REELFRESH SERVICE, OR ITEMS SOLD THROUGH REELFRESH WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, RESPONSIVE OR SECURE; (III) THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE REELFRESH SERVICE WILL BE FREE FROM VIRUSES, “WORMS”, “TROJAN HORSES: OR OTHER HARMFUL DATA; (IV) THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY ITEM SOLD ON REELFRESH OR REELFRESH ITSELF; (V) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; OR (VI) THAT THE REELFRESH SERVICE, MATERIALS OR ITEMS SOLD THROUGH REELFRESH ARE NON-INFRINGING.YOU ACKNOWLEDGE THAT ANY INFORMATION YOU STORE OR TRANSFER THROUGH REELFRESH MAY BECOME IRRETRIEVABLE, CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES. YOU ARE RESPONSIBLE FOR ALL THE INFORMATION YOU STORE OR TRANSFER THROUGH REELFRESH.
Limitation of LiabilityTO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL REELFRESH OR THE REELFRESH PROVIDERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, WHETHER IN ACTION OR CONTRACT (NOT LIMITED TO NEGLIGENCE), OR OTHERWISE ARISING OUT OF CONNECTION WITH: (I) THE USE OF REELFRESH OR MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, ANY OF THE REELFRESH SERVICE OR MATERIALS, (II) ANY INABILITY TO USE THE REELFRESH SERVICE OR MATERIALS FOR AY REASON, OR (III) ANY GOODS OR SERVICES DISCUSSED, PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY THROUGH REELFRESH, EVEN IF REELFRESH ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF REELFRESH OR THE REELFRESH PROVIDERS (JOINTLY), ARISING OUT OF OR RELATING TO THE USE OF THE REELFRESH SERVICE OR RELATING TO THESE TERMS EXCEED THE GREATER OF (I) ANY COMPENSATION YOU PAY, IF ANY, TO REELFRESH FOR USE OF REELFRESH, OR MATERIALS DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) $100 U.S. DOLLARS THE LIMITATIONS SET FORTH IN THIS SECTION 18, WILL NOT LIMIT OR EXCLUDE LIABILITY FOR REELFRESH OR REELFRESH PROVIDOR’S GROSS NEGLIGENCE, INTENTIONAL, WILFUL, MALICIOUS OR RECKLESS MISCONDUCT OR FRAUD.
Governing Law; VenueThese terms, as well as your access to ReelFresh shall be governed by and enforced in accordance with the laws of the State of Hawaii. Any dispute between two parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Hawaii and the United States, respectively, sitting in Honolulu County, Hawaii.
IndemnityYou agree to hold harmless, defend and indemnify ReelFresh and the ReelFresh Providers from all liabilities, losses, illness, damages, deficiencies, claims, causes of action, demands and expenses, that are due to, arise from or otherwise relate to your conduct, use or misuse of ReelFresh, including but not limited to, any actual or threatened suit, demand or claim made against ReelFresh or any ReelFresh Provider that arises out of or relates to; (i) any intellectual property rights or other proprietary rights, (ii) your breach of these Terms including but without limitation your breach of any of your representations and warranties; (iii) your use of any of the ReelFresh Service; (iv) any content that you store on or transmit through ReelFresh; or (v) any items that you mail or deliver in connection with ReelFresh. ReelFresh may assume exclusive control of any defense of any matter subject to indemnification by you, and you agree to cooperate with ReelFresh in such an event.
MiscellaneousEntire agreement; order of precedence. These Terms contain the entire agreement, and supersede all prior agreements or contemporaneous understandings between the parties regarding the ReelFresh Service. These Terms do not alter the terms or conditions of any other electronic or written agreement you have with ReelFresh. In the event of any conflict between these Terms and any other agreement you could have with ReelFresh, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by the other agreement. Amendments. We reserve the right to make changes to these Terms, which we may do on occasion, at our sole discretion. If we update our Terms, we will provide notification that we are doing so, by sending you an email and/ or posting the amended Terms via the ReelFresh application and/ or website and updating the “Last updated” date at the top of these terms, which are accessible at any time. All updated Terms will become effective immediately on the date they are posted, unless we state otherwise. Any updated Terms will apply prospectively to the use of ReelFresh after such changes become effective. Your continued use of ReelFresh after the date the Terms are updated will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using ReelFresh. Severability. If any provision of these Terms is held to be unenforceable, such provision will be reformed only to the extent that is necessary to make it enforceable, and such decision will not affect the enforceability of the provision under other circumstances or of the remaining provisions hereof under all circumstances. Waiver. ReelFresh’s failure or delay in exercising any right power or privilege under these Terms will not operate as a waiver thereof.Relationship. ReelFresh is an independent contractor for all purposes, and is not your employer, agent or trustee. You are not an agent or employee of ReelFresh.Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written approval from ReelFresh. ReelFresh may assign or transfer any or all of its rights under these Terms, in whole or part, without obtaining your consent or approval. Headings. The headings of each section in these Terms are for ease of reading only, and will not be used to limit or construe any sections. Survival. Sections 15 (Disputes), 17 (Disclaimers of Warranties), 18 (Limitation of Liability), 19 (Governing Law; Venue), 20 (Indemnity), this section 21 (Miscellaneous), and any other term that by its nature should survive, will survive any termination of these Terms.