Terms of Use

Effective: May xx, 2019

This website (the "Site") is owned and operated by Birch DTC Corporation. Throughout the Site, the terms "we", "us" and "our" refer to Birch DTC Corporation. We offer the Site, including all information and services available from the Site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

LIV Outdoor is a trademark of Birch Outfitters LLC and used under license by Birch DTC Corporation. Names and logos, and related product and service names, design marks, and slogans of third parties (all such names, marks and slogans, collectively may be referred to as the "Trademarks") are the property of their respective owners. Any use of the Trademarks by you, except for your own personal use in connection with your authorized use of the Site and content as set forth herein, is strictly prohibited.

1. Acceptance; Age of Consent

Please read these Terms of Use carefully before accessing or using the Site. By visiting the Site and/or purchasing something from us, you engage in our "Service" and agree to be bound by these Terms of Use, including those additional terms and conditions and policies referenced herein and/or available by hyperlink (collectively, the "Terms"). These Terms apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. If you do not agree to the Terms, then you may not access the Site or use any services. If the Terms are considered an offer, acceptance is expressly limited to the Terms.

Any new features or services which are added to the Site shall also be subject to these Terms of Use. You can review the most current version of these Terms of Use at any time on this page. We reserve the right in our sole discretion to update, change or replace any part of these Terms of Use by posting updates and/or changes to the Site. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.

If you are using the Site on behalf of a company, entity, or organization (collectively "Subscribing Organization"), then you represent and warrant that you: (1) are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms of Use; and (2) agree to be bound by these Terms of Use on behalf of such Subscribing Organization.

The Site is hosted on Shopify Inc. ("Shopify"). Shopify provides us with the online e-commerce platform that allows us to sell our products to you. For more insight, you may also want to read Shopify's Terms of Service and Privacy Policy which are incorporated herein.

By agreeing to these Terms of Use, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use the Site.

2. General Conditions

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Site, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a malicious or destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Service.

We reserve the right to refuse service to anyone for any reason at any time.

You understand, acknowledge and agree that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Site through which the Service is provided, without express written permission by us.

No ownership rights whatsoever in the Site, content or Trademarks are transferred hereunder. We and our licensors retain all ownership rights in the Site, the content and the Trademarks. You shall not acquire any right, title or interest to the Site, content or Trademarks, except for the express limited personal use rights set forth in these Terms of Use.

3. Accuracy, Completeness and Timeliness of Information

There may be information at the Site or the Service that contains typographical errors, inaccuracies or omissions. We are not responsible if information made available at the Site or the Service is not accurate, complete or current. Any reliance on the material at the Site is at your own risk.

We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information at the Site or any related website is inaccurate at any time without prior notice (including after you have submitted your order), but we have no obligation to update any information at the Site. You agree it is your responsibility to monitor changes to the Site. No specified update or refresh date applied to the Site or the Service or any related website, should be taken to indicate that all information at the Site or the Service or any related website has been modified or updated.

4. Modifications to the Service and Prices

Prices for products are subject to change without notice.

We reserve the right at any time to modify or discontinue any products or the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of any product or the Service (or any part or content thereof).

5. Products

Certain products may be available exclusively online through the Site. These products may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of products that appear at the Site. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit sales of products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products that we offer. All descriptions of products or product pricing are subject to change at any time without notice. We reserve the right to discontinue any product at any time. Any offer for any product made on the Site is void where prohibited.

6. Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors that do not have prior authorization from us.

You agree to provide current, complete and accurate purchase and account information for all purchases made at the Site. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy incorporated by reference herein.

7. Third-Party Links

Certain content, products and services available via the Service may include materials from third-parties. Third-party links on the Site may direct you to third-party websites that are not affiliated with us. We do not recommend and do not endorse the content on any third-party websites. We are not responsible for the content of linked third-party sites, sites framed within the Site, and do not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites. We do not endorse and are not liable for any damages or losses caused by any product, service, or treatment made available or advertised on the Site or any third-party websites.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

8. User Comments, Feedback and Other Submissions

If, at our request, you send certain specific submissions (for example product reviews) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Comments"), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Use.

You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary or moral right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus, malware or other malicious code of any form or format that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.

9. Personal Information

Your submission of personal information through the Site is governed by our Privacy Policy which we strongly urge you to carefully review and is incorporated by reference herein.

10. Prohibited Uses

In addition to other prohibitions as set forth in these Terms of Use, you are prohibited from using the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malware in any form or format that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

11. Errors, Inaccuracies and Omissions

Occasionally there may be information on the Site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you submit your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

12. DISCLAIMER OF WARRANTIES

THE SITE AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE." USE OF THE SITE IS AT YOUR OWN RISK AND YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGES OR HARM INCURRED BY YOU AS A RESULT OF USING THE SITE.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND THE SERVICE OR ANY INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE INFORMATION OR OTHER CONTENT AVAILABLE THROUGH THE SITE. FROM TIME TO TIME WE MAY REMOVE THE SITE AND THE SERVICE FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICE AT ANY TIME WITHOUT NOTICE.

ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, TROJAN HORSES OR OTHER MALICIOUS OR DESTRUCTIVE MATERIALS AT THE SITE, WE DO NOT GUARANTEE OR WARRANT THAT THE SITE OR THE SERVICE DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES.

WE DO NOT MAKE ANY REPRESENTATIONS, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER MATERIAL OR DATABASE DISPLAYED, DOWNLOADED OR DISTRIBUTED ON THE SITE OR THE SERVICE OR AVAILABLE THOUGH LINKS CONTAINED ON THE SITE. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS ON THE SITE AT ANY TIME.

CONTENT AVAILABLE THROUGH THE SITE ARE FOR YOUR REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY YOU FOR ANY PURPOSE. IF YOU RELY ON THE SITE AND ANY CONTENT AVAILABLE THROUGH THE SITE, YOU DO SO SOLELY AT YOUR OWN RISK. NO CONTENT ON THE SITE CONSTITUTES MEDICAL, HEALTH, SAFETY OR NUTRITIONAL ADVICE.

WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE SITE OR THE SERVICE WILL BE CORRECTED.

ALL OF THE DISCLAIMERS AS SET FORTH ABOVE ARE ALSO MADE BY US ON BEHALF OF OUR SUPPLIERS, VENDORS, LICENSORS, AND AFFILIATES.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM USE OF THE SITE, THE SERVICE, ANY PRODUCTS PROCURED USING THE SERVICE, OR ANY UNAUTHORIZED ACCESS TO OR UNAUTHORIZED USE OF SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU SPECIFICALLY ACKNOWLEDGE AND UNDERSTAND THAT WE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT SHALL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF ANY PRODUCT OR THE SERVICE OR ANY PART OR CONTENT THEREOF.

THE LIMITATIONS ON LIABILITY SET FORTH ABOVE ARE ALSO APPLICABLE WITH RESPECT TO OUR SUPPLIERS, VENDORS, LICENSORS, AND AFFILIATES.

14. Indemnification

You agree to defend, indemnify, and hold us, our officers, directors, employees, agents, licensors, suppliers, and affiliates, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, (i) your use of and access to the Site; (ii) your violation of these Terms of Use; (iii) your violation of any third party right, including without limitation any intellectual property or privacy right; or (iv) any claim that one of your Comments caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Site.

15. Severability

In the event any provision of these Terms of Use are deemed invalid or unenforceable under any applicable law or be so held by a court of competent jurisdiction, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives thereof within the limits of applicable law or applicable court decisions.

16. Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms of Use for all purposes.

These Terms of Use are effective unless and until terminated by either you or us. You may terminate these Terms of Use at any time by notifying us that you no longer wish to use the Site and the Service, or when you cease using the Site and the Service.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Use, we also may terminate your use of the Site and the Service at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to the Site (or any part thereof).

17. No Waiver; Entire Agreement

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

These Terms of Use, together with the Privacy Policy cited in Paragraph 9 above, and any policies or operating rules posted by us on the Site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Site and the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).

Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.

18. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.

19. Governing Law; Jurisdiction

These Terms of Use and any separate agreements whereby we provide you products or services shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Massachusetts, United States of America, without respect to its conflict of laws principles. You agree that the Site shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than the Commonwealth of Massachusetts.

ANY CLAIM OR DISPUTE BETWEEN YOU AND US THAT ARISES IN WHOLE OR IN PART FROM THE SITE SHALL BE DECIDED EXCLUSIVELY BY A STATE COURT OF COMPETENT JURISDICTION LOCATED IN ESSEX COUNTY, MASSACHUSETTS OR A FEDERAL COURT LOCATED IN SUFFOLK COUNTY, MASSACHUSETTS.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

20. Digital Millennium Copyright Act

If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) from the Site by contacting our copyright agent (identified below) and providing the following information:

  1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
  2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
  3. Your name, address, telephone number and (if available) e-mail address.
  4. 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.
  5. 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.
  6. A signature or the electronic equivalent from the copyright holder or authorized representative.

Our agent for copyright issues relating to the Site is as follows:

By mail or courier:
Shaun M. Khan, Esq.
DDSK Law, LLC
900 Cummings Center, Suite 210U
Beverly, MA 01915
US

By e-mail:
copyright@birchoutfitters.com

In an effort to protect the rights of copyright owners, We maintain a policy for the termination, in appropriate circumstances, of Comments originators and account holders of the Site who are repeat infringers.

21. General

The titles and section headings appearing in these Terms of Use are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect these Terms of Use. In these Terms of Use, unless the context otherwise requires, words used in the singular shall include the plural meaning and vice versa.

22. Contact Information

Questions about these Terms of Use should be sent to us by email to dtc@birchoutfitters.com or by postal mail or courier addressed to:
Birch DTC Corporation
27 Congress Street, Suite 210
Salem, MA 01970
US