Effective Date: September 25, 2019
- License Grant. This Agreement provides to You a personal, revocable, limited, nonexclusive, nontransferable, and non-sublicenseable license to use the Site conditioned on Your continued compliance with these terms. You may print and download materials and information from the Site solely for Your personal use, provided that all hard copies contain all copyright and other applicable notices.
- License Grant Restrictions. This Agreement is only a license and not an assignment or sale. Patagonia transfers no ownership or intellectual property interest or title in and to the Site to You or anyone else. Further, Patagonia reserves all rights not expressly granted by this Agreement. Accordingly, You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Site (or any part thereof).
- Your General Obligations. You represent that You are at least sixteen (16) years of age and will, at all times, provide lawful and accurate information. In addition, You agree to abide by all applicable local and international laws and regulations with respect to Your use of the Site. You also acknowledge and agree that use of the internet and access to the Site is solely at Your own risk. While Patagonia has endeavored to create a secure and reliable Site, You should understand that the confidentiality of any communication or material transmitted to or from the Site over the internet or other form of global communication network cannot be guaranteed.
- Postings.The Site may contain profiles, blogs, forums, message boards, and other interactive features and functionality where You (if you are a Grantee) may be able to share and post information and/or content (“Posting(s)”). By submitting a Posting, You automatically grant Patagonia a royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such Posting (in whole or in part) worldwide and/or to incorporate it into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You represent that You have all necessary rights to make the Posting available to Patagonia and warrant that You will not upload, post, display, or transmit a Posting that is unlawful, disruptive, or offensive or that contains information You deem confidential or sensitive. Patagonia is not responsible for screening, policing, editing, or monitoring Postings and encourages You to use reasonable discretion and caution in evaluating or reviewing any Posting. It is further understood that by merely permitting a Posting to appear on the Site, Patagonia has not become and is not a publisher of such Posting. Nevertheless, Patagonia reserves the right to monitor, delete, access, read, preserve, disclose or take other action with respect to any Posting (or parts thereof) that Patagonia reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v) protect the rights, property or safety of Patagonia, its customers, or the public, or that Patagonia believes in good faith violates this Agreement and/or is, or is potentially, unlawful or harmful to Patagonia, its services, or goodwill. Patagonia reserves the right to establish additional practices, parameters, and limits in its sole discretion concerning the storage, display, or availability of any Posting.
- Takedown Provision. Patagonia respects the intellectual property of others. When Patagonia becomes aware of express third-party allegations of copyright infringement of material distributed through the Site, Patagonia will investigate the allegations and take appropriate action. This responsive action can include, without limitation and particularly in the case of individuals who repeatedly infringe the copyrights of others, termination of access privileges.You acknowledge that You may be liable for damages, including attorneys’ fees and costs, if You materially misrepresent that a work or activity is infringing Your rights. If Patagonia terminates or suspends access to or use of the Site, Patagonia will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make a counter notification pursuant to applicable laws. It is Patagonia’s policy to document all notices of alleged infringement upon which Patagonia decides to take action. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public, including as a part of legal proceedings.If You believe that Your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please provide Patagonia’s copyright agent with the following information:
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the allegedly infringing material on the Site that is requested to be removed;
- Your name, address, and daytime telephone number, and an e-mail address if available, so that Patagonia may contact You, if necessary;
- A statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed, and
- An electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
Patagonia’s copyright agent for notice of claims of copyright infringement on the Site is Patagonia’s general counsel, who can be reached as follows:
Attn.: General Counsel
259 W. Santa Clara Street
Ventura, CA 93001
Counter notification, as permitted by applicable law may be sent to Patagonia’s copyright agent. All counter notifications must include responsive information to what is set forth above, including any required statements or signatures.
- Feedback & Submissions. Patagonia welcomes Your feedback and suggestions about Patagonia’s programs or services or with respect to how to improve the Site. By transmitting any such suggestions, information, material, or other content (collectively, “Feedback”) to Patagonia, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to Patagonia and enable Patagonia to use such Feedback. In addition, any Feedback received through the Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Patagonia to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.
- Links to Other Websites or Networks. The Site may contain links, in its sole discretion, to other websites or networks for Your convenience in locating or accessing related information or social media network groups created by Grantees. These websites, and especially any social media network groups, are maintained by third parties over which Patagonia exercises no control. Patagonia expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party. Please also note that other terms, conditions, and policies apply to other Patagonia websites.
- Privacy Notice. Your use of the Site will constitute acknowledgement of Patagonia’s processing of your personal data as described in Patagonia Action Works’ Privacy Notice.
- Mobile Services.The Site may offer certain tools, handheld offerings, or services that are available to You via Your mobile phone or other mobile device (collectively, “Mobile Services”). Please note that Your mobile carrier’s normal messaging, data, and other rates and fees will apply to Your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by Your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, You are responsible for checking with Your mobile carrier to determine if the Mobile Services are available for Your mobile devices, what restrictions, if any, may be applicable to Your use of the Mobile Services, and how much they will cost You. Nevertheless, all use of the Site shall be in accordance with this Agreement.
- Proprietary Rights.The Site is owned by Patagonia. Copyright 2019 © Patagonia, Inc. and/or its licensors. All rights reserved. Any downloadable or printable information or materials available through the Site, unless otherwise indicated, are owned by Patagonia and/or its licensors. PATAGONIA, the Patagonia logo, and all other names, logos, and icons identifying Patagonia, the Site, or other solutions, products, and services are proprietary trademarks of Patagonia, and any use of such marks without the express written permission of Patagonia is strictly prohibited. Other organization, business, service, or product names mentioned herein may be the trademarks and/or service marks of their respective owners.
- Disclaimer.PATAGONIA DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO, NOR DOES IT ENDORSE THE ACCURACY, ACCEPTABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL DISPLAYED, UPLOADED, OR DISTRIBUTED BY YOU OR POSTED OR DISPLAYED WITH RESPECT TO ANY GRANTEE. If You use the Site to connect with a Grantee, Your correspondence and/or ensuing relationship are solely between You and the Grantee. PATAGONIA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF GRANTEES. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST PATAGONIA ARISING FROM OR IN RELATION TO YOUR RELATIONSHIP WITH ANY GRANTEE INCLUDING, BUT NOT LIMITED TO 1) ANY INTERACTIONS 2) PARTICIPATION IN ANY ACTIVITIES, OR 3) RECEIPT OF ANY SERVICES.THE INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE ON OR THROUGH THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. PATAGONIA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER ANY APPLICABLE LAW. PATAGONIA ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR PARTICULAR REQUIREMENTS AND/OR NEEDS.
- Limitation of Liability. YOU EXPRESSLY ABSOLVE AND RELEASE PATAGONIA FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND PATAGONIA’S CONTROL INCLUDING, BUT NOT LIMITED TO, RELIANCE ON CONTENT FROM GRANTEES OR YOUR CORRESPONDENCE, PARTICIPATION IN EVENTS OR ENSUING RELATIONSHIP WITH A GRANTEE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PATAGONIA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, WITH THE DELAY OR INABILITY TO USE THIS SITE, LOSS OF DATA OR THE FAILURE TO STORE ANY INFORMATION OR FOR ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF PATAGONIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF PATAGONIA FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE SHALL NOT EXCEED €500. You and Patagonia agree to only bring claims arising from this Agreement on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless You and Patagonia agree otherwise, more than one person’s or party’s claims may not be consolidated. You and Patagonia agree that relief (including monetary, injunctive, and declaratory relief) may be awarded only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
- Indemnification.You agree to defend, indemnify, and hold harmless Patagonia and its affiliates, successors and assigns, and its directors, officers, employees, agents, co-branders or other partners from and against any and all allegations, claims, demands, actions, causes of action, proceedings (whether threatened or pending), orders, damages, losses, liabilities, costs and expenses, including reasonable attorneys’ fees and other legal expenses, and judgments of any kind or nature, incurred by Patagonia arising out of or relating to Your actions or omissions that constitute a violation of this Agreement.
- Governing Law. This Agreement, your rights and obligations, Patagonia’s rights and obligations, and all actions contemplated by this Agreement will be governed by the law of the Netherlands, without regard to principles of conflicts of law and as if this Agreement were a contract wholly entered into and wholly performed within the Netherlands. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Further, you also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed.
- Disputes. Any dispute relating in any way to your use of or visit to the Site shall be submitted to the competent Dutch Court, except that, to the extent You have in any manner violated or threatened to violate Patagonia’s intellectual property rights, Patagonia may seek injunctive or other appropriate relief in any state or federal court in the State of California, United States of America, and You consent to exclusive jurisdiction and venue in such courts.
- Enforcing Security on the Site.Patagonia wishes to keep the Site as a safe resource. You therefore may not use the Site to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including, without limitation, accessing or using Patagonia data, systems, or networks in an unauthorized manner, attempting to probe, scan, or test the vulnerability of Patagonia systems or networks, circumventing any Patagonia security or authentication measures, monitoring Patagonia data or traffic, interfering with any Patagonia services, collecting or using from the Site email addresses, screen names, or other identifiers, collecting or using from the Site information, including any Posting without the consent of the owner or licensor, using any false, misleading, or deceptive TCP/IP packet header information, using the Site to distribute software or tools that gather information, distributing advertisements, or engaging in conduct that is likely to result in retaliation against Patagonia or its data, systems, or networks. In order to maintain security, Patagonia reserves the right at any time when warranted to suspend or terminate operation of or access to the Site or any portion of the Site. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal or unlawful activity on the Site as well as to disclosures required by or under applicable law or related government agency actions. Patagonia will also comply with all court orders or subpoenas involving requests for such information. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under applicable laws.
- Injunctive Relief.You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, with respect to unauthorized use of Patagonia proprietary assets, will cause irreparable injury to Patagonia; such injury would not be quantifiable in monetary damages, and Patagonia would not have an adequate remedy at law. You therefore agree that Patagonia shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this Agreement. Accordingly, You hereby waive any requirement that Patagonia post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Patagonia to enforce any provision of this Agreement.
- Term & Termination. This Agreement will take effect (or retake effect) at the moment You register, respond through the Site to a request for information, and/or begin downloading, accessing, or using the Site, whichever is earliest. Patagonia reserves the right at any time and on reasonable grounds, which shall include, without limitation, discontinuation of the Site, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this Agreement, to deny Your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, and/or others, and this Agreement will also terminate automatically if You fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without prior notice. You may also terminate this Agreement at any time by ceasing to use the Site, but all applicable provisions of this Agreement will survive termination as identified below, and each re-access or use of the Site will reapply this Agreement (then in effect) to You. Upon termination, You must destroy all copies of any aspect of the Site in Your possession. The provisions concerning Patagonia’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of this Agreement for any reason.
- Waiver & Severability. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
- Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship exists between You and Patagonia as a result of this Agreement or Your utilization of the Site. This Agreement represents the entire agreement between You and Patagonia with respect to use of the Site, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Patagonia with respect to the Site. You may not assign or transfer any rights under this Agreement without the prior written consent of Patagonia.Please note that Patagonia reserves the right to change the terms and conditions of this Agreement by posting a revised Agreement or mailing and/or e-mailing notice thereof to You. In addition, Patagonia may add, modify, or delete any aspect, program, or feature of the Site, but Patagonia is not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Site following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this Agreement. Accordingly, please review this Agreement on a periodic basis.