Firstleaf Terms and Conditions

Last Updated: November 1, 2024

PLEASE READ CAREFULLY: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 9) WHICH AFFECT YOUR RIGHTS RELATED TO DISPUTES YOU MAY HAVE WITH FIRSTLEAF.

INFORMATION ABOUT SUBSCRIPTIONS AND HOW TO CANCEL SUBSCRIPTIONS CAN BE FOUND IN SECTION 4 BELOW.

The Firstleaf websites linking to these terms and associated applications, including but not limited to web and mobile applications (collectively the “Website(s)”) is powered by Penrose Hill Limited (“Penrose Hill”). Penrose Hill and each of its affiliates (collectively, “Firstleaf”, “us”, “we”, or “our”) are pleased to provide you (“you” or “your”) with access to and use of the Website, content, products, services, goods, Promotions, and any other materials that Firstleaf may provide (collectively, the “Services” or “Firstleaf Services”) under these Firstleaf Terms and Conditions, together with any applicable supplemental terms or legal notices (collectively, the “Terms”).

BY CLICKING THE “I ACCEPT” BUTTON OR SIMILAR ATTESTATION WHEN SUCH OPTION IS MADE AVAILABLE TO YOU, OR OTHERWISE VISITING THE SITE, EFFECTIVE AS OF THE DATE OF SUCH ACTION YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT:

1) YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS AND BENEFITS RELATED TO THE FIRSTLEAF SERVICES, INCLUDING ANY SUBSCRIPTION OR OTHER PURCHASES MADE USING THE FIRSTLEAF SERVICES;

2) YOU ARE 21 YEARS OF AGE OR OLDER AND RESIDE IN THE UNITED STATES; AND

3) YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CLASS ACTION WAIVER PROVIDED IN SECTION 9 BELOW.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY FIRSTLEAF SERVICES.

Contract Between You and Firstleaf.
1. Binding Agreement. These Terms form a legally binding agreement between you and Firstleaf and govern your access and use, and our provision of, the Firstleaf Services, including the purchase and sale of products or services through the Website, and any other technology, content, items or other materials provided by or through Firstleaf, or otherwise on which these Terms are provided (including via links).
2. Supplemental Terms. Additional policies, terms, and conditions applicable to certain Services (“Supplemental Terms”), may also be posted in particular areas of the Website or otherwise provided to you. The Supplemental Terms, together with these Terms, govern your use of those Services. Any Supplemental Terms are in addition to, and are incorporated into, these Terms. If any inconsistency exists between these Terms and the Supplemental Terms, the Supplemental Terms applicable to the Services will be controlling with respect to those Services.
3. Firstleaf's Services are only offered and available to users who are 21 years of age or older and reside in the United States. If you are not at least 21 years of age, you must not access or use the Services.
4. All wine is sold by Penrose Hill, Limited (CT.# LSW.0001017, WA.# 419814) or one of its following subsidiaries: Mawnan Lane, Inc., (CT.# LSW.0001699, WA.# 434057) Agnes Cove, LLC, (WA#433325) Hayle, Inc., (WA.# 433781) Longrock Creek, LLC., (CT.# LOR.0000068, WA.# 433320) or Sennen Point, LLC (collectively, Penrose Hill and these enumerated subsidiaries are referred to as the “Firstleaf Entities”). You acknowledge and agree that all Firstleaf Entities are entitled to provide the Services to you and that these Terms are binding between you and all Firstleaf Entities.
Changes.
1. Changes to these Terms. Firstleaf may in its sole and absolute discretion change or modify these Terms and/or Supplemental Terms from time to time. Unless we expressly provide otherwise, all changes shall be effective immediately upon posting and/or upon notice to you by one of a variety of ways including, but not limited to, posting a notice on our Website or upon login, sending an e-mail to you at the address you provided, or by including a notice with any products you receive. In any event, no changes will apply retroactively as to any claims existing prior to the “Last Updated” date. If you do not agree with any of the changes, you must discontinue using any and all Firstleaf Services. You understand and agree that your continued use of the Services after the date on which the Terms have changed means that you accept and agree to the changes. You are expected to check this page each time you access the Website, so you are aware of any changes, as they are binding on you.
2. Changes to Services. Firstleaf is constantly innovating in order to provide the best possible experience for its users. As part of this continuing innovation, you acknowledge and agree that Firstleaf may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Firstleaf's sole discretion, without prior notice to you. You also acknowledge and agree that the form and nature of the Services which Firstleaf provides may change from time to time . To the extent any change to the Services is material in nature, we may provide notice to you of such change by posting a notice on our Website or upon login, sending an e-mail to you at the address you provided, or by including a notice with any products you receive. Firstleaf may update the content on its Websites from time to time, but its content is provided “as is” and is not necessarily complete or up to date, and Firstleaf does not make any commitment and is under no obligation to update Website content.
3. Changes To Products. We may be required to change the terms of any products or other goods or subscriptions that we offer and/or you purchase. This includes without limitation changes to prices, taxes, shipping and handling amounts, specifications, delivery times, and/or package contents. All prices, discounts, and Promotions are subject to change without notice. Where required by applicable law, Firstleaf will provide you with notice of material changes related to your purchases. Firstleaf will not incur any obligation as a result of such change. You understand and agree that by continuing to accept products, goods and/or subscriptions and by agreeing to these Terms, you will be deemed to have accepted and agree to changes.
Firstleaf Products and Services; Refunds; Orders; General Information; Gift Cards; Referrals.
1. Use of Firstleaf Services Notice. When ordering products, goods or subscriptions through our Website, or otherwise using the Firstleaf Services:
  1. Firstleaf reserves the right to not accept any orders if there is a material error in the description of the product or service, or if the price advertised is incorrect;
  2. Firstleaf reserves the right to refuse or discontinue the supply of any product or service to any customer, or change, suspend or discontinue any aspect of our Website at any time in our sole and absolute discretion;
  3. all prices are displayed in United States Dollars unless expressly indicated otherwise;
  4. when you place an order, we estimate the tax applicable to your order and include that estimate in the total for your convenience (the final tax amount will be based on the then-current rate as established by the applicable taxing authority, charged to your payment method, and reflected in the order confirmation we provide to you);
  5. all items are subject to availability, and if a product you ordered is not available at the time of sale, we will automatically replace the product with a product of equal value; and
  6. resale is strictly prohibited.
2. Our Guarantee; Refunds and Replacements. Your satisfaction is guaranteed unless you violate these Terms and/or engage in any fraudulent behavior, including creating multiple Firstleaf accounts or abuse of the satisfaction guaranteed program. If you are not satisfied with the quality, flavor profile or taste of a wine you receive from us; email us at [email protected] within 30 days of delivery and we may issue a store credit, if permitted under applicable law. Should you have a broken bottle or damaged delivery issue, email us at [email protected] within 30 days of delivery. We will work with you in an attempt to resolve the issue, which may include issuance of store credit or a refund if permitted under applicable law. Once an order has been delivered, no refund or credit will be issued, outside the guarantee of satisfaction.
3. Restocking Fees. After an order is processed, if the order is cancelled, refused or cannot be delivered, a $25 restocking fee will be administered. Orders typically are fulfilled and shipped up to 3 days after the order is processed.
4. Order Processing. We reserve the right to refuse or cancel any order prior to delivery. Some situations that may result in your order being cancelled include system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our service or compliance departments. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled by us after we have processed your payment but prior to delivery, we will refund your payment. Refunds may take 5-7 days to process.
5. Your Personal and Payment Information. By using the Services, including purchasing any products or services made available through the Website, you may be asked to supply certain information, including without limitation, your credit card number, the expiration date of your credit card, your billing address, date of birth and your shipping information. You agree to only provide true, accurate, current, and complete information. By providing any credit card or other payment method information to us, you represent that such payment information is correct, and belongs to you or you have the authority to use such payment method. In the case of e-mail, you must provide an accurate e-mail address that is registered to you. You are responsible for promptly updating your information with any changes, especially to keep your billing information current. You must promptly notify us if your payment method is cancelled (for example, for loss or theft). Changes to such information can be made through your Firstleaf account or by contacting our “Member Experience” team at 1-800-461-7203. To help keep your account current and prevent service interruption, you acknowledge Firstleaf may update your payment method on file when it is set to expire or based on updates it receives from the bank or payment service provider that issues your payment method. You agree that your placement of an electronic order on our Website is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required. If you are accessing, using and/or purchasing any Firstleaf Services on behalf of a company, you represent you have sufficient authority to bind that company to these Terms. In connection with the purchase of any product or service, you represent that the products will be used only in a lawful manner.
6. Title and Taxes. Firstleaf currently ships to the mainland United States (except for Rhode Island, Mississippi, and Utah), as well as Hawaii and Alaska. State and local taxes will be assessed according to the applicable jurisdiction where wines are shipped. Title and risk of loss pass to you upon our transfer of any products to the carrier. Additionally, consumers in Arkansas, Delaware elect to purchase Firstleaf wines in California. Title to and ownership of these wines passes from Firstleaf to you in California, and wines are delivered to you in California. California sales tax will be applied to these transactions, and wine will be stored on your behalf at our facility prior to pick up or fulfillment as further described below.
7. Shipping; Fulfillment and Fees. For jurisdictions where Firstleaf ships wine, shipments are made via common carrier(s), such as FedEx or UPS, to a residential or business address. No shipments can be made to PO Boxes. Typical shipping time is two to nine days, but times may vary. Shipping charges may be added with each purchase. Additional shipping costs apply for shipments to Alaska and Hawaii. Shipping costs are subject to change. For transactions which take place in California for Arkansas and Delaware residents, you may make an appointment to pick up products at our location during our regular business hours or you may make independent delivery arrangements. We can be contacted at [email protected] for assistance. Additionally, you may also elect to have your wine order fulfilled through a third-party shipper, and you agree to allow us to provide information regarding your designated shipping destination to the third-party for fulfillment. If the weather is too hot or too cold, we may delay shipment until conditions are more favorable. We will keep you notified if this happens. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
8. Age Requirements. When placing your first order and creating an account you will also be required to enter the date of birth to verify that you are at least 21 years of age. Firstleaf will only deliver wines to individuals who are 21 years of age or older and have provided valid proof of identification upon delivery. In the event that you do not allow the common carrier to verify your age via visual inspection or ID scanning technology, the order will be returned to Firstleaf and you will incur a $25 restocking fee. Firstleaf contracts with common carrier(s) who must receive positive proof of age at time of delivery, and review and confirm identity and age on our behalf. You agree that you will provide evidence of your age as 21 or older at time of delivery.
9. Gift Cards. You may purchase and/or redeem gift cards through the Website. You must create or have a valid account to redeem a gift card. Gift cards may be redeemed on the Website by entering the gift card code in the payment section of the checkout page. Redemption of a gift card will result in application of a credit to your account in the amount of the gift card balance, which will be applied to your transaction(s) until the gift card balance is used in its entirety. If a transaction exceeds your gift card balance, you must pay the remaining amount with another approved payment method. Gift cards cannot be reloaded, resold, transferred for value or redeemed for cash, and cannot be returned for a refund (except as required by law). No portion of the balance on your gift card may be transferred to another Firstleaf account. Firstleaf is not responsible for lost or stolen gift cards and lost or stolen gift cards cannot be replaced (except at Firstleaf's sole discretion or as required by law). Firstleaf reserves the right to refuse to honor a gift card where we suspect that the gift card was obtained fraudulently. Gift cards can not be purchased using Firstleaf store credit. Gift cards do not expire. We do not impose any activation, dormancy, or service fees.
10. Referral Programs. From time to time, Firstleaf may invite Firstleaf users to participate in one of its referral programs (“Firstleaf Referral Program”) and earn Firstleaf credits. The Supplemental Terms related to the Firstleaf Referral Program are available here, and are incorporated into and form part of these Terms.
11. Promotions. From time to time, Firstleaf or its operational service providers, suppliers, and/or advertisers, may offer promotions on or through the Website, including, without limitation, offers, auctions, contests, and sweepstakes “(Promotions”). Each Promotion may have Supplemental Terms and/or rules that will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form part of these Terms.
12. Text Messages. By opting in, enrolling, or otherwise agreeing to receive text messages from or on behalf of Firstleaf, you acknowledge and agree you expressly consent to receive automated marketing telephone calls or text messages from Firstleaf, including text messages made with an autodialer. Your consent to receive text messages is not a condition of any purchase. Message frequency may vary. Message and data rates may apply, and you acknowledge that you are responsible for any message, data or other charges incurred. Check with your carrier for the details of your plan. You may opt out of Firstleaf text messages at any time by replying STOP to the number sending the message. After replying STOP, you may receive additional communications confirming that your request has been received and processed. If you need further assistance, text HELP to the number sending the message or contact our Member Experience team at 1-800-461-7203. Firstleaf and mobile carriers are not liable for delayed or undelivered messages.
AUTOMATIC RENEWAL AND SUBSCRIPTION-BASED SERVICES.
1. General. Firstleaf offers certain products and services on an automatic or subscription basis, so you can enjoy all the benefits of our products or services on a continuous basis. By placing a wine club order on the Website, or reactivating a wine club subscription, you are enrolling in our automatically renewing wine club for future shipments of wine. By signing up for the wine club, you acknowledge and agree your wine shipments will automatically renew, and unless and until you cancel, you authorize us to charge your payment method for future shipments of wine. You agree such shipments will automatically renew each month unless you change the frequency of your shipments. Each shipment will consist of 6 bottles of wine unless you change the quantity of your order. If you purchased a subscription with an introductory rate, you authorize us to charge your payment method after your introductory order at the rate then in effect. The rate for future shipments is subject to change at any time for subsequent months. Membership to our wine club is only available to individuals who are 21 years and older, residents of the United States and who have not been suspended or removed by Firstleaf. We will provide you with notice of changes to your subscription terms, including by any of the methods outlined in Section 2A above, as required by law.
2. Changes. You can make changes to your information or subscription by contacting our Member Experience team at 1-800-461-7203 or by visiting your Firstleaf online account page, selecting “My Account” and updating either your personal or billing information, shipping address or membership status. Any modifications to your account must be made at least 48 hours prior to the next scheduled shipment date in order to take effect for that period. Modifications made less than 48 hours prior to your shipment date will take effect in the next billing period.
3. Cancellation. You may cancel your Firstleaf subscription by visiting your online account page, going to “My Account” and in “Membership Plan” select “Cancel Membership.” In addition to cancelling through your online account page, you can contact our team at 1-800-461-7203 between 8:30am-8pm ET Monday-Friday and 9am-5pm ET on weekends. Any modifications or cancellation of your membership must be made at least 48 hours prior to the next order processing in order to take effect for that period. Modifications or cancellations made less than 48 hours prior to the shipment processing will take effect in the next billing period.
Membership Eligibility; Account and Account Security; User Content and Conduct.
1. Membership Eligibility. Firstleaf membership (whether through an auto renewal subscription or individual purchase) is available to Firstleaf users who are 21 years and older, residents of the United States, and who have not been suspended or terminated by Firstleaf. By using the Services, you represent that you qualify to use the Services.
2. Account. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. Certain Services may permit or require you to create an account. You agree to provide and maintain accurate, current and complete information for your account, including as applicable, your name, age, contact, and payment information. You agree that we may take steps to verify the accuracy of information you provide. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person's username, password or other account information, or another person's name, age, image, photo, or likeness.
3. Account Security. You are responsible for maintaining the confidentiality of your account username and/or password, and you are responsible for all activities under your account that you can reasonably control. You may not share your password or other login information with any person; any use of your account by any person other than yourself is grounds for suspension or termination of your account. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the Firstleaf Services. You agree not to use the account, username or password of any other account holder at any time. FIRSTLEAF WILL NOT BE LIABLE (I) FOR ANY DAMAGES OR LOSSES THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD, EITHER WITH OR WITHOUT YOUR KNOWLEDGE, OR (II) ANY DAMAGES OR LOSSES CAUSED BY SOMEONE USING YOUR ACCOUNT WITHOUT YOUR PERMISSION. HOWEVER, IF FIRSTLEAF OR ANY THIRD PARTY SUFFERS ANY DAMAGE DUE TO THE UNAUTHORIZED USE OF YOUR ACCOUNT, YOU MAY BE LIABLE.
4. User Generated Content.
  1. The Firstleaf Services may allow you and users of our Website to communicate, submit, upload or otherwise make available text, reviews, images, photos, audio, video, media, chats, personally identifiable information, feedback about our products and Services, testimonials, or other content (“User Generated Content”). User Generated Content that you submit through your account, or any other Firstleaf Services will be stored, maintained, and used by Firstleaf in accordance with our Privacy Policy. You acknowledge certain types of User Generated Content that you submit, such as chats, reviews, and message board entries, may be accessed and viewed by the public.
  2. You may not submit or upload User Generated Content that is illegal, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative, or otherwise offensive or that infringes or misappropriates any third-party rights or any right to publicity, or harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law, as determined by Firstleaf in its sole and absolute discretion. We have the right, but not the obligation, to monitor, screen, post, remove, modify, store and review User Generated Content or communications you submit, at any time and for any or no reason, including to ensure that the User Generated Content or communication conforms to these Terms, without prior notice to you. Notwithstanding anything to the contrary, nothing provided in this Section is intended to require us to police or otherwise monitor User Generated Content for violations under these Terms.
  3. You represent and warrant that your User Generated Content conforms to these Terms and that you own or have the necessary rights and permissions, without the need for payment to or consent from any other person or entity, to use and exploit, and you fully and unconditionally authorize us to use and exploit, your User Generated Content in all manners and mediums (including commercial use) desired by Firstleaf, including as contemplated by these Terms. You agree to indemnify and hold Firstleaf, including the Firstleaf Entities, and each of their respective employees, officers, and directors harmless from any demands, loss, liability, claims or expenses (including attorneys' fees), made against them by any third party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights, or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights. You waive any right to injunction or other equitable relief in connection with Firstleaf's use or exploitation of User Generated Content.
  4. We will not be responsible or liable to any third party for any User Generated Content. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by other users of the Firstleaf Services. User Generated Content shall not state or reflect the attitudes and opinions of Firstleaf, and any views and opinions expressed on our Website shall not be attributed to or otherwise endorsed by Firstleaf.
5. License to Your User Generated Content. We do not claim ownership to your User Generated Content; however, you grant us a perpetual, fully paid-up, non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works of, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in any and all media and channels now known or hereafter devised (including in connection with the Firstleaf Services and on third-party sites and platforms such as Facebook, Instagram, YouTube and Twitter), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity. This includes without limitation our use of your User Generated Content in connection with any advertising, product packaging, printed publications, presentations, promotional materials, events and associated marketing materials, television and digital commercials, videos, social media websites, applications, or on our Websites or in any other commercial manner. We are not, however, obligated to use your User Generated Content. To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a limited, non-transferable, non-exclusive license to create a derivative work using our copyrighted works as required for the sole purpose of creating the materials, provided that such license shall be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.
6. Code of Conduct. At Firstleaf, we continually strive to offer our members a superior experience by producing exceptional wines and curating hard-to-find products that our procurement teams discover from all over the world. We also do our best to offer a first-class experience for our members and uphold the highest degree of professionalism. We, therefore, reserve the right to cancel and/or terminate any member's account for any violation of the Terms. Any fraudulent behavior, creating of multiple accounts to acquire additional credits or introductory orders, spamming, flaming, excessive use of profanity or abusive language, either on our Website or any other website in regard to Firstleaf or while contacting any of our team members, will not be tolerated.
7. Prohibited Uses. You must only use the Firstleaf Services for lawful purposes and in compliance with these Terms and any applicable code of conduct (including as provided in Section 5(F) above, and you must not use them in a way that is illegal or harmful or infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of any Firstleaf Services. In using any Firstleaf Services, and in particular, the Website, you expressly acknowledge you are prohibited from, and agree that you will not without our prior express written consent:
  1. use the Firstleaf Service for a commercial purposes;
  2. create or otherwise use more than one active membership account, including through the use of multiple email addresses to create multiple active or inactive accounts, or circumvent the termination or suspension of a respective account;
  3. sell, trade or otherwise transfer a membership account to anyone third party.
  4. copy, reproduce, or improperly use, post or access any content on the Firstleaf Services;
  5. modify, distribute, or re-post any content on the Firstleaf Services for any purpose;
  6. use the content on the Firstleaf Services for any commercial exploitation whatsoever;
  7. disrupt or interfere with the security of, or otherwise abuse, the Firstleaf Services, or any services, system resources, accounts, servers, or networks connected to or accessible through the Firstleaf Services or affiliated or linked sites;
  8. access content, data or portions of the Firstleaf Services which are not intended for you, or log onto a server or account that you are not authorized to access;
  9. attempt to probe, scan, or test the vulnerability of the Firstleaf Services, including Websites, applications, or any associated system or network, or breach security or authentication measures without proper authorization;
  10. access any Firstleaf Services or our Website through any automated means, such as “robots,” “spiders,” or “offline readers”;
  11. interfere or attempt to interfere with the use of the Firstleaf Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;
  12. use any data mining, “scraping”, web crawling, robots, or similar data gathering and extraction methods on the Firstleaf Services;
  13. harass, “stalk”, disrupt or interfere with any other user's enjoyment of the Firstleaf Services or affiliated or linked sites;
  14. upload, post, or otherwise transmit through or on the Firstleaf Services any viruses or other harmful, disruptive, or destructive files;
  15. use, frame, or utilize framing techniques to enclose any Firstleaf trademark, logo, or other proprietary information (including the images found at our Website, the content of any text, or the layout/design of any page or form contained on a page) without Firstleaf's express written consent;
  16. use meta tags or any other “hidden text” utilizing a Firstleaf name, trademark, or product name without Firstleaf's express written consent;
  17. deeplink to the Firstleaf Services, including our Website without Firstleaf's express written consent;
  18. create or use a false identity on the Firstleaf Services, share your account information, use another individual's account information, or allow any person besides yourself to use your account to access the Firstleaf Services;
  19. harvest or otherwise collect information about Firstleaf users, including email addresses and phone numbers;
  20. download, “rip,” or otherwise attempt to obtain unauthorized access to any Firstleaf Services, content or other materials;
  21. post any copyrighted material unless the copyright is owned by you; and/or
  22. engage in any behavior or conduct that is illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law, as determined by Firstleaf in its sole and absolute discretion.
Third-Party Content.
1. Third-Party Content and Links to Third-Party Websites. The Services may integrate, be integrated into, or be provided in connection with third-party websites, services, applications, tools, interfaces, content, and/or materials (“Third-Party Services”). Firstleaf has no control over any Third-Party Services. Firstleaf makes no claim or representation regarding, and accepts no responsibility for, the availability, quality, content, nature, or reliability of Third-Party Services accessible from our Website or any other element of the Services. There is no implied affiliation, endorsement or adoption by Firstleaf of these Third-Party Services and we shall not be responsible for any content provided on or through these Third-Party Services. You should read the terms of use and privacy policies that separately apply to these Third-Party Services. You acknowledge and agree that Firstleaf is not responsible for the availability of any such Third-Party Services, and does not endorse any statement, advertising, products, or other materials on or available from such Third-Party Services. UNDER NO CIRCUMSTANCES WILL FIRSTLEAF BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE AVAILABILITY OF ANY THIRD-PARTY SERVICE, OR YOUR RELIANCE ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY STATEMENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON, OR AVAILABLE FROM, THIRD-PARTY SERVICES.
Intellectual Property and Ownership.
1. Proprietary Rights. You acknowledge and agree that the Firstleaf Services, and any logos, names, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, proprietary or other rights contained therein, related thereto, or otherwise arising therefrom are owned by Firstleaf, including the Firstleaf Entities, and/or their affiliates, subsidiaries, licensors or suppliers. Furthermore, you acknowledge and agree that the source and object code of certain Firstleaf Services (such as our online tools) and the format, directories, queries, algorithms, structure, and organization of the same are the intellectual property, proprietary and confidential information of Firstleaf, including the Firstleaf Entities, and/or their affiliates, subsidiaries, licensors and suppliers. You expressly agree that you will do nothing inconsistent with Firstleaf's ownership of the Firstleaf Services, and that you gain no rights, title, or interest in or to any Firstleaf Services or any goodwill associated therewith, except as stated in these Terms or any executed written agreement between you and Firstleaf. In addition, except as expressly set forth in these Terms, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of Firstleaf or any third party. Any and all goodwill arising from your use of any Firstleaf Services shall inure solely to the benefit of Firstleaf. These Terms permit you to access and use the Firstleaf Services for your personal, non-commercial use only. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
2. Copyright. Firstleaf respects the intellectual property rights of its users and complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. § 512 et. al., as amended). It is our policy to respond promptly to any claim that content posted on our Website or through our Services infringes copyrighted or other intellectual property. Firstleaf will use reasonable methods to investigate notices of alleged infringement and will take appropriate action under applicable laws. To notify Firstleaf of a possible infringement, you must submit a written notice to our Compliance Department using the following address or email: 50 Technology Court, Napa, CA 94558;[email protected]. Any notice of possible copyright infringement must include the following information:
  1. an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyrighted or intellectual property;
  2. a description of the copyright-protected work or other intellectual property that you allege has been infringed;
  3. a description of the material that you claim is infringing and where it is located on the Website or Service;
  4. your contact information, including at a minimum your mailing address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the use of the materials on the Website or Service is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you that the information in your notice is accurate, and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf
  If you believe that a DMCA notice has been submitted in error, and that your posting was not infringing, you may contact our Compliance Department at the contact information provided above to submit a written counter-notification. Under the DMCA, a counter-notice must include the following information:
  1. your physical or electronic signature;
  2. an identification of the material that was removed and the location at which the material appeared before it was removed;
  3. a statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification of the material (whether or not it was intentional);
  4. your contact information, including at a minimum your mailing address, telephone number, and email address; and
  5. a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address you provided is located (or, if you live outside the United States, the U.S. District Court for the Northern District of California) and that you will accept service of process from the person who provided the DMCA notice or an agent of such person.
3. Trademark. The Firstleaf name and all related names, logos, product and service names, designs, and slogans are trademarks of Firstleaf, including the Firstleaf Entities, and/or their affiliates, subsidiaries or licensors. You must not use such marks without the prior written permission of Firstleaf. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
Privacy.
1. Firstleaf respects your privacy and is committed to protecting it. Our Privacy Policy governs the processing of personal data collected from you in connection with your use of the Services.
DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.
1. Disputes. The terms of this Section 9 shall apply to all Disputes between you and Firstleaf and/or any third party operating on Firstleaf's behalf (including but not limited to any employees, agents, affiliates, service providers, suppliers, or vendors). For the purposes of this Section, “Dispute” shall mean any dispute, claim, controversy or action between you and Firstleaf in connection with any Services, these Terms, any subject matter related to the Services or Terms, including any other transaction involving you and Firstleaf, and further including any dispute, claim, controversy or action that arose before this or any prior agreement, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND FIRSTLEAF AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR FIRSTLEAF FOR (i) TRADE SECRET MISAPPROPRIATION, (ii) PATENT INFRINGEMENT, (iii) COPYRIGHT INFRINGEMENT OR MISUSE, AND (iv) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in these Terms, you agree that a court, not the arbitrator, shall decide if a claim falls within one of these four exceptions.
2. BINDING ARBITRATION. YOU AND FIRSTLEAF AGREE: (I) TO ARBITRATE ALL DISPUTES BETWEEN THE PARTIES PURSUANT TO THE PROVISIONS IN THESE TERMS; (II) THESE TERMS MEMORIALIZE A TRANSACTION IN INTERSTATE COMMERCE; (III) THE FEDERAL ARBITRATION ACT (9 U.S.C. § 1, ET SEQ.) GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS SECTION (NOTWITHSTANDING THE CHOICE-OF-LAW PROVISION CONTAINED HEREIN); AND (IV) THIS SECTION SHALL SURVIVE THE TERMINATION OF THESE TERMS.
3. Dispute Notice. In the event of a Dispute, you or Firstleaf must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Firstleaf must be addressed to: 50 Technology Court, Napa, CA 94558 (the “Firstleaf Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Firstleaf and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Firstleaf may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each party agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
4. Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state, municipality, province, or territory if the action is within that court's jurisdiction and is pending only in that court.
5. Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association in accordance with the AAA Commercial Arbitration Rules or AAA Consumer Arbitration Rules, as applicable, (the “AAA Rules”) available at www.adr.org; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of these Terms. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
6. Initiation of Arbitration Proceeding. If either you or Firstleaf decide to arbitrate a Dispute, we agree to initiate the arbitration in accordance with the AAA Rules. In accordance with the AAA Rules, the initiating party must (1) file or submit a “Demand for Arbitration” with the AAA, and (2) send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties. The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at www.adr.org, or you may call the AAA at 1-800-778-7879.
7. Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by Firstleaf or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Firstleaf is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
8. Arbitration Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA's Rules. For claims under $10,000, Firstleaf will reimburse you for AAA issued fees, as well as the initial filing fee, if you are deemed the prevailing party by the arbitrator. You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
9. Opt-out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in these Terms by sending a written letter to the Firstleaf Notice Address within thirty (30) days of your acceptance to these Terms (including your first purchase of any Firstleaf Service or use of the Website) that specifies: (i) your name; (ii) your mailing address; and (iii) your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedure set forth above, all other Terms shall continue to apply.
10. Amendments to this Section. Notwithstanding any provision in these Terms to the contrary, you and Firstleaf agree that if Firstleaf makes any material amendments to the dispute resolution procedure and class action waiver provisions in these Terms, Firstleaf will notify you and you will have thirty (30) days from the date of notice to affirmatively opt-out of any such amendments by sending a written letter to the Firstleaf Notice Address that specifies: (i) your name; (ii) your mailing address; and (iii) your request to opt-out of such amendments. If you affirmatively opt-out of any such amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language in the current Terms, without any of the amendments governing. If you do not affirmatively opt-out of any amendments, you will be deemed to have consented to any such amendments.
11. Severability. If any provision in this Section 9 is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section 9 shall otherwise survive any termination of these Terms.
12. Exclusive Venue for Other Controversies. Firstleaf and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the courts located within the State of Delaware, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.
13. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND FIRSTLEAF AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND FIRSTLEAF AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
Disclaimers
1. DISCLAIMER OF WARRANTIES. THE FIRSTLEAF SERVICES, PRODUCTS, GOODS, SUBSCRIPTION, WEBSITES, APPLICATIONS, CONTENT, AND ANY OTHER INFORMATION PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, ERRORS AND OMISSIONS, AND WITHOUT ANY PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. FIRSTLEAF, ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AGENTS, AND LICENSORS, (“FIRSTLEAF PARTIES”) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE FIRSTLEAF SERVICES, PRODUCTS, GOODS, SUBSCRIPTION, WEBSITES, APPLICATIONS, CONTENT, AND ANY OTHER INFORMATION PROVIDED IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, UPTIME, ACCESSIBILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE MAKE NO GUARANTEE OR WARRANTY THAT THE FIRSTLEAF SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE TO USE THE FIRSTLEAF SERVICES AT YOUR SOLE RISK.
2. COMPUTER AND DATA DISCLAIMER. YOU WILL NOT HOLD THE FIRSTLEAF PARTIES, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE FIRSTLEAF SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA, AS THE FIRSTLEAF SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
3. PRODUCT DESCRIPTION AND ADVERTISEMENT DISCLAIMER. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL ANY ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD PARTIES ON OR THROUGH OUR WEBSITE, INCLUDING WITHOUT LIMITATION, INFORMATION OR PRODUCTS PROVIDED BY LICENSE TO US FROM THIRD PARTIES. CERTAIN WARRANTIES WITH RESPECT TO PARTICULAR PRODUCTS/SERVICES ACCESSED FOR SALE THROUGH OUR WEBSITE MAY BE AVAILABLE THROUGH MANUFACTURERS' WARRANTIES, THOUGH NOT THROUGH FIRSTLEAF; PLEASE READ THE WARRANTIES INCLUDED IN THE DOCUMENTATION PROVIDED ALONG WITH THOSE PRODUCTS/SERVICES PURCHASED BY YOU FOR FURTHER DETAILS. EXCEPT AS OTHERWISE AGREED IN WRITING, WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF THIRD-PARTY CONTENT, THIRD-PARTY SERVICES, OR THIRD-PARTY PRODUCTS (INCLUDING PRODUCT DESCRIPTIONS) DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OUR WEBSITES.
4. PROMOTIONAL OFFERS. FIRSTLEAF MAY OFFER PROMOTIONAL DISCOUNTS OR OTHER INCENTIVES AS PART OF MARKETING OR OTHER PROMOTIONAL OFFERS FROM TIME TO TIME, SUBJECT TO THE TERMS AND CONDITIONS OF EACH RESPECTIVE OFFER AND THESE TERMS. YOU ACKNOWLEDGE AND AGREE THAT ANY PROMOTIONAL OFFER IS INTENDED TO BE A DISCOUNT OR REDUCTION ON THE TOTAL PRICE OF THE REQUIRED PURCHASE WHICH MAY RESULT IN A VALUE EQUAL TO ONE OR MORE OF THE ITEMS BEING PURCHASED. NO PROMOTIONAL OFFER IS INTENDED AS AN OFFERING OF FREE PRODUCTS OR SERVICES.
Indemnification; Limitation of Liability.
1. Indemnification. To the maximum extent not prohibited by applicable law, you agree to defend, indemnify and hold Firstleaf Parties harmless from and against any claims, costs, proceedings, liabilities, actions, demands, losses, expenses, suits, or damages of any kind or nature (including attorneys' fees) made or incurred by any third party arising out of or relating to your (i) improper use of any Firstleaf Services, (ii) User Generated Content, (iii) violation of these Terms, (iv) violation of applicable law, or (v) violation of any rights of or obligations to a third party.
2. DISCLAIMER OF COMMON LAW INDEMNITY RIGHTS. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, NO INDEMNITEE OR ANY OTHER PERSON OR ENTITY SHALL BE ENTITLED TO ANY FORM OF EQUITABLE OR IMPLIED INDEMNIFICATION AT ANY TIME IN CONNECTION WITH THESE TERMS OR ANY FIRSTLEAF SERVICES.
3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FIRSTLEAF PARTIES BE LIABLE FOR INDIRECT DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO SPECIAL, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY AND/OR IF WE WERE ADVISED OF SUCH DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO FIRSTLEAF PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF ANY FIRSTLEAF SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF FIRSTLEAF PARTIES TO YOU UNDER ALL CIRCUMSTANCES, INCLUDING ANY DIRECT DAMAGES WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST NINETY (90) DAYS TO FIRSTLEAF FOR ANY FIRSTLEAF SERVICES. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN FIRSTLEAF AND YOU. THE FIRSTLEAF SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. FIRSTLEAF WILL NOT BE LIABLE FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS IF SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY UNFORESEEN CIRCUMSTANCE BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, NATURAL DISASTER, CIVIL UNREST OR WAR.
  
  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT YOU RESIDE WITHIN SUCH JURISDICTION.
Miscellaneous.
1. Governing law. You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will exclusively govern these Terms and any Dispute between you and Firstleaf. Notwithstanding the foregoing, you agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of Section 9 of these Terms.
2. Geographic Restrictions. Our Website is controlled, operated, and administered in the United States. Firstleaf makes no representation or warranty that the Firstleaf Services are appropriate or available for use at locations outside of the United States, and access to them from territories where the contents or products available through the Services are illegal is prohibited. You may not use the Services or export any Services or products obtained through the Services in violation of U.S. export laws and regulations. If you access the Firstleaf Services from a location outside of the United States, you do so on your own initiative and are responsible for compliance with any and all local laws, rules, regulations and ordinances.
3. Force Majeure. Under no circumstances shall Firstleaf be held responsible or liable for any delay or failure in our performance under these Terms or the Firstleaf Services resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, terrorism, epidemics, pandemics or other viral outbreaks, and/or war (including but not limited to cyber related events and/or occurrences attributed to state and/or quasi-state actors by either public or privacy organizations and/or entities and/or governmental bodies or organizations), governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, lighting, or air conditioning.
4. Notices. All notices required or permitted to be given under these Terms must be in writing. Firstleaf may provide you notice by sending you an e-mail to the address on file with us, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR E-MAIL ADDRESS ON FILE WITH FIRSTLEAF IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY FIRSTLEAF OF AN E-MAIL TO THAT ADDRESS. You shall give any notice to Firstleaf by means of U.S. mail, postage prepaid, to 50 Technology Court, Napa, CA 94558, Attn: Compliance Department. Such notice to Firstleaf shall be effective upon receipt of notice by Firstleaf.
5. Severability. If any provision of these Terms (except for Section 9), or a part thereof, shall be unlawful, void or for any reason unenforceable, then that provision or part thereof shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions or parts thereof.
6. Suspension Termination. Notwithstanding anything to the contrary in these Terms, Firstleaf may, in its sole and absolute discretion, suspend, disable, block, or terminate your access and use of any Firstleaf Services (including without limitation, deleting your account(s) or any part thereof), or block, remove or delete any User Generated Content that you submitted, for any lawful reason, including if Firstleaf determines in its discretion that you violated these Terms (such as and including by way of example, to the extent your conduct or User Generated Content violates these Terms or could damage Firstleaf's reputation or goodwill). If Firstleaf suspends, disables, blocks, terminates, or deletes your account, you may not re-register for or use the Firstleaf Services under any other login or account profile. Firstleaf may block your access to the Firstleaf Services to prevent re-registration. You agree that Firstleaf will not be liable for any interruption or termination of your access and/or use of the Firstleaf Services.
7. Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you. You acknowledge and agree that each member of the group of companies of which Firstleaf.com is affiliated shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
8. Survival. The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.
9. No Waivers. No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by an officer or executive of Firstleaf.com in order to be effective.
10. Assignment. Firstleaf may assign these Terms to any person or entity at any time, for any reason, with or without notice to you.
11. Headings Interpretation. The headings of the sections and subsections contained in these Terms are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation or applicability of these Terms or provision hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to these Terms as a whole. To the extent not prohibited by applicable law, these Terms shall not be construed against the party who drafted these Terms.
12. Amendments Entire Agreement. The Terms, as amended from time to time, constitute the entire legal agreement between you and Firstleaf and govern your use of the Services (excluding any services which Firstleaf may provide to you under a separate written agreement), and completely replace and supersede all agreements, communications and course of dealings between you and Firstleaf. These Terms may not be amended unless in a signed writing by an officer or executive of Penrose Hill.
13. Contact Information. If you have any questions or comments about these Terms or the Services, please contact us at:
  50 Technology Court, Napa, CA 94558
  1-800-461-7203
  [email protected]