Last Updated: April 1, 2021
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND Pastel THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
The Services. The Services comprise a Merchant-to-Customer marketplace. In addition to selling our own products via the marketplace, Pastel helps facilitate transactions between Merchants and Customers. For transactions between Merchants and Customers, Pastel does not sell or purchase the products itself nor does Pastel take possession of the products either for itself or on behalf of the parties to the transaction. While Pastel may help facilitate transactions, Merchants and Customers are entirely responsible for the sale of products transactions between them, including without limitation the listing of goods and any applicable product warranties.
Who May Use the Services? You may use the Services only if you are 18 years or older and capable of forming a binding contract with Pastel, and not otherwise barred from using the Services under applicable law.
Purchased Products. Pastel does not manufacture, store or inspect any of the items sold by Merchants via our Services. Products that are produced, listed, and sold directly by Merchants are not Pastel Products, so Pastel cannot and does not make any warranties about product quality, safety or legality of such products. Any legal claim related to a product you purchase must be brought directly against the Merchant of the item. Customer releases Pastel from any liability with respect to products sold by Merchants via the Services.
Customer Accounts. Customer will set up an account on the Site (a “Customer Account”) and fill out all applicable and necessary information for the purchase of products via our Services. A Customer shall not use a Customer Account for money laundering or any illegal purpose or in violation of any law or regulation or provision of these Terms.
Customer and Merchant Interactions. Customer can use the Services to interact with other Customers, Merchants, and other individuals. However, Customer understands that Pastel does not screen users of our Services, and Customer releases Pastel from all liability relating to Customer’s interaction with others via our Services. Customer agrees that all use of the Services is at Customer’s own risk.
Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
Payment processing services on Pastel are provided by Pastel’s designated payment processing service provider(s) (“Payment Service Providers”). Pastel and/or Payment Service Providers may charge a fee for the use of the Services (or certain portions thereof), and you agree that any such fees which may be included in the total cost paid by you.
Ratings. Once a product has been received by a Customer, the Customer agrees that they will promptly rate the Merchant if a rating opportunity is available. Pastel and/or the Payment Service Provider may require the Customer to provide information relevant to the sale, including, without limitation, information about the Customer’s bank account, credit card, email and postal addresses (such information, together with any additional information collected to verify the Customer’s identity, “Payment Information”) to ensure the transfer and purchase is secure, and may retain the earnings until Customer’s Payment Information has been verified and confirmed.
General Payment Information. When you purchase a product via the Services, you expressly authorize the Payment Service Provider and/or Pastel to charge your payment method provided to the Payment Service Provider and/or Pastel for the amount of any purchases. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You authorize the Payment Service Provider and/or Pastel to provide your Payment Information to third parties as necessary to complete a sale and charge your payment method for the amount of the purchase (plus any applicable taxes and other charges). When you purchase a product via the Services, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All fees and applicable taxes, if any, are payable in United States dollars.
Delivery and Shipping. If delivery shipping for a product will be paid by Pastel or the Merchant, it will be included in the listed product price. If delivery or shipping will be paid by the Customer, the product will be shipped after the Customer pays the product price and shipping fee. If Pastel is contacted by one of our shipping carriers and/or if Pastel is charged for postage or if Pastel is charged due to use of incorrect shipping labels or weight classifications, Pastel may remove the amount paid to the carrier on your behalf from your Customer Account. You, as a Customer, agree that purchases of Merchant products made through the Services are transactions between you and the Merchant, not with Pastel. Pastel is not a party to your payment transaction with the Merchant.
Cancelling Payment. Returns and refunds for the purchase of products are subject to the applicable Merchant’s return policy, for a particular product, as communicated to you by Merchant or otherwise via the Services. OTHERWISE, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF PAYMENTS MADE FOR YOUR TRANSACTION. We reserve the right to cancel your transaction for any reason; if we cancel your transaction we’ll refund any payment you have already remitted to us for such transaction.
Prohibited Transactions. Customer agrees that the Services may only be used for bona fide purchases of goods and may not be used to transfer money between a Merchant and Customer that is unrelated to a purchase of products.
Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others). Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “Customer Content”. Pastel does not claim any ownership rights in any Customer Content and nothing in these Terms will be deemed to restrict any rights that you may have to your Customer Content.
Permissions to Your Customer Content. By making any Customer Content available through the Services you hereby grant to Pastel a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify (for formatting purposes only), distribute, publicly display, and publicly perform your Customer Content in connection with operating and providing the Services.
Your Responsibility for Customer Content. You are solely responsible for all your Customer Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your Customer Content under these Terms. You represent and warrant that neither your Customer Content, nor your use and provision of your Customer Content to be made available through the Services, nor any use of your Customer Content by Pastel on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Removal of Customer Content. You can remove your Customer Content by specifically deleting it. You should know that in certain instances, some of your Customer Content (such as posts or comments you make) may not be completely removed and copies of your Customer Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Customer Content.
Pastel’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
App License. If you comply with these Terms, Pastel grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
Additional Information: Apple App Store. This Section 9(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third party terms of service when using the App.
You agree not to do any of the following:
Post, upload, publish, submit or transmit any Customer Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use, display, mirror or frame the Services or any individual element within the Services, Pastel’s name, any Pastel trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Pastel’s express written consent;
Access, tamper with, or use non-public areas of the Services, Pastel’s computer systems, or the technical delivery systems of Pastel’s providers;
Attempt to probe, scan or test the vulnerability of any Pastel system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Pastel or any of Pastel’s providers or any other third party (including another user) to protect the Services;
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Pastel or other generally available third party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a Pastel trademark, logo URL or product name without Pastel’s express written consent;
Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Pastel is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including Customer Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
DMCA/Copyright Policy. Pastel respects copyright law and expects its Customers to do the same. It is Pastel’s policy to terminate in appropriate circumstances Customer Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Pastel’s Copyright and IP Policy, for further information.
Links to Third Party Websites or Resources. The Services (including the App) may allow you to access third party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third party resources.
Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your Customer Account, at our sole discretion, at any time and without notice to you. You may cancel your Customer Account at any time by sending us an email at firstname.lastname@example.org. Upon any termination, discontinuation or cancellation of the Services or your Customer Account, the following Sections will survive: 10, 11(b), 11(c), 11(e), 13, 16, 17, 18, 19, 20, 21, 22 and 23.
Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
Indemnity. You will indemnify and hold Pastel and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your Customer Content, or (c) your violation of these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Pastel NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Pastel OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL Pastel’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO Pastel FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CLIENT, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLIENT AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Pastel are not required to arbitrate will be the state and federal courts located in the County of San Francisco, and you and Pastel each waive any objection to jurisdiction and venue in such courts.
Disputes Between users. Customers agree to resolve any disputes with Merchants directly with the Merchant in question. In the event that a dispute is escalated to Pastel, we reserve the right to issue a refund to a Customer or take any other actions it deems appropriate if a transaction is found to be in violation of these Terms.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms between Customer and Pastel or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Pastel agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Pastel are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions. As limited exceptions to Section 22(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided in Section 22(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND CLIENT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in Section 22(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Reservation of Rights. Pastel and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Pastel and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Pastel and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Pastel’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Pastel may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by Pastel under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Pastel’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Pastel. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact Pastel at email@example.com.