Terms of Sale

1. TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.

SHUT UP & WRITE!® USES CERTIFIED, SECURE, THIRD-PARTY VENDORS TO PROCESS CREDIT CARDS, DEBIT CARDS AND OTHER ELECTRONIC PAYMENT METHODS. FOR MORE INFORMATION ON THE SECURITY OF OUR THIRD-PARTY VENDORS, PLEASE REVIEW OUR PRIVACY POLICY.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SHUT UP & WRITE!®, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through Shut Up & Write!® at shutupwrite.com (the “Website”). These Terms are subject to change by Shut Up & Write!® (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Website. You should review these Terms prior to purchasing any product or services that are available through this Website. Your continued use of this Website after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Website. You should also carefully review our Privacy Policy before placing an order for products or services through this Website (see Section 9).

2. Order Acceptance and Cancellation

You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

3. Prices and Payment Terms.

(a) We currently only sell our products and services on this Website, however, at some point in the future you could see that the prices posted on this Website may be different than prices offered by us at another location on the internet or in our San Francisco, California headquarters. All prices, discounts, and promotions posted on this Website are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) We may offer from time to time promotions on the Website that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

(c) The following terms may be used by us to communicate pricing information:

(i) “Manufacturer’s suggested retail price” references the manufacturer’s suggested retail price

(ii) “Price” references our normal price for a product or service.

(iii) “Sale” refers to a reduced price for a product or service.

(iv) “Clearance” refers to a reduced price for a product or service that will be discontinued.

(d) Terms of payment are within our sole discretion and must be received by us before our acceptance of an order. Our payment centers accept most credit cards as well as several debit cards and or other electronic payment providers (for example, PayPal) for all purchases. Purchases must be in American Dollars. You represent and warrant that (i) the credit card or debit card information you supply to us or our payment center is true, correct and complete, (ii) you are duly authorized to use such credit card or debit card for the purchase, (iii) charges incurred by you will be honored by your credit card or debit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Website at the time of your order.

4. Shipments; Delivery; Title and Risk of Loss.

(a) We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.

(b) Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.(b) Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

5. Returns and Refunds.

Except for any products designated on the Site as final sale or non-returnable and services rendered and sold by Shut Up and Write! Shut Up & Write!®, we will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 30 days of shipment with valid proof of purchase, provided such products are returned in their original condition, and you secure a return merchandise authorization (“RMA”) number. To return products, you must email our Returns Department at returns@shutupwrite.com to obtain a RMA number before shipping your product. No returns of any type will be accepted without an RMA number.

You are responsible for all shipping and handling charges on returned items, including international shipping, unless otherwise specified. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. All returns are subject to a 5% restocking fee.

Refunds are processed within approximately three business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on our third-party payment processing. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS WEBSITE AS NON-RETURNABLE.

For defective returns, please refer to the manufacturer’s warranty (see Section 6) included with the product or as detailed in the product’s description on our Site.

6. Manufacturer’s Warranty and Disclaimers.

THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. We do not manufacture or control any of the products offered on our Website. We also offer some of the services on our Website. The availability of products and services through our Site does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, we do not provide any warranties with respect to the products or services offered on our Website. However, the products and services offered on our Website are covered by the manufacturer’s warranty as detailed in the product’s description on our Website and included with the product or service. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty or contact us. If you have a problem or question regarding any product or service, please let us know. Our customer service is here to help and we appreciate our members, clients and friends.

PRODUCTS AND SERVICES OFFERED ON THIS WEBSITE

ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, EXCEPT AS PROVIDED BY THE MANUFACTURER OF THE PRODUCTS AND/OR SERVICES, AS EXPLAINED ABOVE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER(S) MAY NOT APPLY TO YOU.

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

7. Limitation of Liability.

THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE. YOU AGREE THAT IN NO EVENT SHALL WE, NOR WILL WE UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, ENHANCED OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.

The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from our acts or omissions.

8. Goods Not for Resale or Export.

You represent and warrant that you are buying products or services from the Website for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

9. Intellectual Property Use and Ownership.

You acknowledge and agree that: This agreement does not grant you title to, rights of ownership in, or license to use, any copyright, trademark or other intellectual property rights in the internationally registered trademark of Shut Up & Write!® or any other intellectual property held by Shut Up & Write!® when you purchase any services or products from this Website, including without limitation, services sold and rendered by Shut Up & Write!®. There are no implied rights. You will not cause, induce, or permit others’ noncompliance with the terms and conditions of any of these product and service license agreements or other intellectual property rights, including the use of this Website. Shut Up & Write!® is and will remain the sole and exclusive owner of all intellectual property rights in and to its intellectual property used through this Website and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product’s or service’s license agreement.

10. Privacy.

We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

11. Force Majeure.

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes, or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

12. Governing Law and Jurisdiction.

This Website is operated from the USA. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.

13. Dispute Resolution and Binding Arbitration.

(a) This agreement contains provisions requiring arbitration of disputes. YOU AND ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. Before you accept the terms of agreement by selecting that you agree, you should consider consulting with a lawyer about the advisability of making an agreement with mandatory arbitration requirements. Arbitration proceedings are ways to resolve disputes without use of the court system. By entering into agreements that require arbitration as the way to resolve disputes, you give up (waive) your right to go to court to resolve those disputes by a judge or jury and could waive or limit other rights as well. These are important rights that should not be given up without careful consideration. You acknowledge that you have been informed that the grounds for appeal of an arbitration award are very limited compared to a court judgment or jury verdict.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, INCLUDING WHETHER THE CLAIMS ASSERTED ARE ARBITRABLE, WILL BE REFERRED TO AND FINALLY RESOLVED EXCLUSIVELY BY BINDING ARBITRATION. REGARDING INTERNATIONAL DISPUTES, CONTROVERSIES OR CLAIMS, WHICH WILL BE REFERRED TO AND FINALLY DETERMINED BY ARBITRATION IN ACCORDANCE WITH THE JAMS INTERNATIONAL ARBITRATION RULES.

(b) The arbitration will be administered by the JAMS in accordance with the JAMS rules then in effect, except as modified by this Section 12. (The JAMS Rules are available at https://www.jamsadr.com/adr-rules-procedures/.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

THE TRIBUNAL WILL CONSIST OF A SOLE ARBITRATOR. IN THE UNITED STATES, THE SEAT WILL BE IN SAN FRANCISCO, CALIFORNIA AND INTERNATIONALLY WILL BE IN LONDON, ENGLAND, AND THE LANGUAGE WILL BE ENGLISH. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

(c) In the United States, you may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

(d) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR SHUT UP & WRITE!® WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

14. Assignment.

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

15. No Waivers.

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Shut Up & Write!®.

16. No Third-Party Beneficiaries.

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

17. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to our Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us by registered or certified mail to Shut Up & Write!® Notices; Attn. Legal Department; 2261 Market Street #4978, San Francisco, CA 94114; USA. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by registered or certified mail will be effective three business days after they are sent.

18. Severability.

If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

19. Entire Agreement.

Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy and related policy documents (copyright policy, mobile application privacy policy, social media policy, cookie policy and any of our other policies of this Website) will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.