Terms of Service
This Terms of Service (this “Terms of Service”) is agreed to between Stio (collectively, “Stio”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “You”). Stio offers users the ability to access information, data, and other content (“Content”), as well as online product review information, customer surveys, event registration, and other interactive functionality and services (“Services”) described on the Stio website located at https://www.stio.comor other websites operated by Stio (each, a “Site”). This Terms of Service applies to the Site and the Content and Services available through the Site, regardless of the website through which You access or use the Site, Content, or Services.
PLEASE CAREFULLY READ THIS Terms of Service. BY ACCESSING OR USING THE SITE, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO This Terms of SERVICE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY this Terms of SERvice. IF YOU DO NOT AGREE TO This Terms of SERVICE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS Terms of SERVICE, STIO IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SITE, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE SITE, CONTENT, OR SERVICES. IF YOU ACCESS OR USE THE SITE, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS Terms of SERVICE AND AGREE TO BE BOUND BY This Terms of SERVICE.
Unless You later enter into any other agreements with Stio regarding the Site, Content, or Services, this Terms of Service is the complete and exclusive agreement between You and Stio regarding Your access to and use of the Site, Content, and Services. This Terms of Service supersedes any prior agreement or proposal, oral or written, and any other communications between You and Stio relating to Your use of the Site, Content, or Services as a user of the Site.
1. DEFINITIONS. Terms used in this Terms of Service have the definitions given in this Terms of Service or, if not defined in this Terms of Service, have their plain English meaning as commonly interpreted in the United States, even if Stio provides a translated version of this Terms of Service. To the extent any ambiguity or inconsistency exists between the English version of this Terms of Service and a version in any other language, the English (as interpreted in the United States) version of the Terms of Service controls.
2.TERM. This Terms of Service is entered into as of the earlier of the date You first accessed or used the Site, Content, or Services, or submit an Order relating to the Products (the "Effective Date") and will continue until terminated as set forth herein.
3. ELIGIBILITY. You must be 18 years or older to access or use the Site, Content, or Services. By accessing or using the Site, Content, or Services, You represent that You are at least 18 years old. The Site is intended to be used only by individuals and entities that can form legally binding contracts under applicable law. By accessing the Site, Content, or Services You agree that You meet these eligibility requirements.
4. MODIFICATIONS. Stio reserves the right, at any time, to modify the Site, Content, or Services, with or without notice to You, by making those modifications available on the Site. Stio also reserves the right, at any time, to modify this Terms of Service. Stio will inform You of the presence of any changes to this Terms of Service by posting those changes on the Site or by providing You with notice through the Site. Any modifications will be effective immediately upon posting on the Site or delivery of such notice through the Site. You may terminate this Terms of Service as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Site, Content, or Services following such notice period.
5. ORDERS AND TERMS OF SALE. If You have placed or later place an order (whether in the form of an online order submitted through the Site, by way of email, phone, or otherwise) with Stio (Your “Order”) seeking to access and use certain Stio clothing or other products (the “Products”) and if Stio accepts that Order, then Your access to and use of such Products is also subject to the terms of that Order. All Orders are subject to any additional terms with Your Order either through the Site at the time You submit Your Order or with the Products specified in Your Order (the “Terms of Sale”). If the terms of any Order conflict with the Terms of Sale for that Order, the Terms of Sale will govern and control with respect to the Products provided to You. By placing an Order, You agree to be bound by the terms of this Terms of Service and each applicable Order and Terms of Sale with respect to such Products. Risk of loss and title of the Products purchased by You passes to You upon delivery of the items to the carrier. In the event a Product is listed at an incorrect price or with incorrect information due to a typographical error or error in pricing or Product information received from our suppliers, Stio shall have the right to refuse or cancel any Orders placed for Products listed at the incorrect price. Stio shall have the right to refuse or cancel any such Order whether or not the Order has been confirmed and Your credit card charged. If Your credit card has already been charged for the Order and Your Order is canceled, Stio will promptly issue a credit to Your Account in the amount of the charge. All Products are subject to availability. Color accuracy on the Site may vary depending on computer and browser. Stio reserves the right to adjust Product prices and details at any time.
8.1. To the Site. Subject to Your compliance with this Terms of Service, Stio will permit You to access and use the Site, Content, and Services solely for lawful purposes and only in accordance with this Terms of Service and any other agreement You agree to with Stio before being given access to any specific aspects of the Site. Any additional agreement is in addition to this Terms of Service and will govern Your use of the portions of the Site to which the additional agreement applies in the event of a conflict between the terms of this Terms of Service and the additional agreement.
8.2. To Other Users. The Site may allow You to link, connect, or otherwise communicate with other users through the Site. By linking, connecting, or communicating with other users, You are agreeing to allow those users to communicate directly with You through the Site. You agree that You are solely responsible for all communications between You and any other user through the Site. Your extension or acceptance of a link, connection or other communication with another user will serve as Your affirmative “opt in” to the disclosure of any of Your Content or other data or information (which may include Your personally identifiable information) that You provide to that other user.
8.3. To Content. Unless otherwise noted on the Site, all Content available through the Site, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned by Stio, or Stio’s other third party providers. All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content. Subject to Your compliance with this Terms of Service, You may access the Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Site and Services. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Content; or (c) alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with any Content. Stio has not verified the accuracy of, and will not be responsible for any errors or omissions in any Content. Stio makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Without limiting the foregoing, Stio will not be held liable to You or any other third party for any Content, including Your Content under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Terms of Service, You are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto. If You would like to use any Content in a manner not permitted by this Terms of Service, please contact Stio.
8.4. To Third-Party Services. The Site may provide You with the choice to access certain Services developed, provided, or maintained by other third-party service providers ("Third Party Services"). In addition to the terms of this Terms of Service, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a "Third Party Service Agreement"). The terms of any Third Party Service Agreement (which may include payment of fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Terms of Service, but will not apply to any other Services You may access through Stio. Except as set forth in this Terms of Service, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Terms of Service and that Third Party Service Agreement.
9. TERMINATION. Unless described in a writing between You and Stio otherwise, You may cease use of the Site at any time. If you also wish to disable access to Your Account and terminate this Terms of Service, You may contact Stio as indicted on the Site to request that Your Account be disabled. Stio may terminate this Terms of Service at any time in its sole discretion by disabling access to Your Account or by providing notice to You. Upon termination or expiration of this Terms of Service for any reason: (1) all rights and subscriptions granted to You under this Terms of Service will terminate; and (2) You will immediately cease all use of and access to the Site and all Content and Services (including, without limitation, all Content You obtained prior to termination). Sections titled Definitions, Termination, Suspension, Site Technology, Ownership, Representations and Warranties, Indemnity, Limitation on Liability, Data Privacy, Feedback, Claims of Infringement, Governing Law and Venue, Notices, International Access, Linked Sites, and Additional Terms will survive any expiration or termination of this Terms of Service.
10. SUSPENSION. Without limiting Stio’s right to terminate this Terms of Service, Stio may also suspend Your access to Your Account, the Site, any Content, or any Services, with or without notice to You, upon any actual, threatened, or suspected breach of this Terms of Service or applicable law or upon any other conduct deemed by Stio, in its sole discretion, to be inappropriate or detrimental to the Site, Services, Stio, or any other user or third party.
11. SITE TECHNOLOGY. The Site, and the databases, software, hardware and other technology used by or on behalf of Stio to operate the Site, and the structure, organization, and underlying data, information, and software code thereof (collectively, the "Technology"), constitute valuable trade secrets of Stio. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Terms and Service; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; (9) interfere with the operation or hosting of the Technology; or (10) introduce any viruses, Trojan horses, worms, logic bombs or other material that is harmful to the Technology.
21.1. Technology. Stio retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Site, Content, and Services under this Terms of Service.
12.2. Trademarks. The Stio name and logo, and all names and logos displayed on the Products, the Site, through the Services, or in any Content, including any icons, designs, logos or trade dress are proprietary trademarks of Stio and are protected from reproduction, imitation, dilution or other uses under national copyright laws. You are granted no right or license to use any such trademarks or service marks. Any use of such trademarks or service marks without Stio’s express written consent is strictly prohibited. Stio’s trademarks include Stio®, Stio Mountain®, Stio A Mountain Company®, Let The Outside In®, Stio Mountain Studio®, Authentic. Mountain. Life®, Satisfy Your Mountain Soul®, 5 to 9® and Five to Nine®. Trademarks include Amalia™, Colter™, Saratoga™, Skyrider™, Rawlins™, Notori™, Rafferty™, Environ®, Fernos™, Pinto™, All-Mountain Ski™, All-Action Valley™, All-Terrain Run™, All-Trail Run™, Charlie™, Pinedale™, Rivet®, Sweetwater™, Dovetail Cabin™, Rune™, Woodson™, Lone Tree™, Turpin™, Ralston™, Rammel™, Werner™, PTV™, Tusky™, OPR™, Brooks™, Ace™, Gunner™, Greta™, Clyde™, Otis™, Modis™, Alpha® Alpine™, Pinion™, Azura™, Second Light™, Gannett Peak™, Wilcox™, Stettner™, Coburn™, Sheridan™, Downwater™, CFS™, Eddy™, Miter™, Washburn™, Divide™, Basis®, Basin™, Durrance™, Shot 7™, Hometown Down™, Lofted Sky™, Harkin™, Skycrest™, Liddy™, Poplar™, Vescent™, Buckhorn™, Stettner™, Crester™,Colter™, Tensleep™, Woolsey™, Synthis™, Junction™, Willow™, Dovetail™, Mizpah™, Millie™, Bailey™, Henny™, Emmers™, Sidley™, Bucking Jackalope™, Jackalope™, Andante™, Granger™, Seeker™, Hardscrabble™, Dado™, Race Day™, Origins™, Westbanker™, Ole Glory™, Rambler™, Browser™, Millward™, Tenon™, Dulcet™, Haven™, Rounder™, Shades™, Tipton™, Carter™, Otto™, Cantata™, Kirby™, Greybull™, Rollick™, Cora™, Ashton™, Hilliard™, Keeline™, Bennator™, Boomer™, Daphne™, Drover™, Esther™, Fremont™, Hayden™, Kita™, Kobe™, Mia™, Raymer™, Ski Club™, Snow Jack™, Tess™, Thermop™, Turret™, Sitting Jackalope™, Trotter™, Louis™, Skillet™, Gus™, Porter™, Snotel™, Mountain Camo™, Pinedale™, Nordic Jack™, Dixie™, Lucy™, Gracie™, Retro Skier™, and Retro Floral™.
13. REPRESENTATIONS AND WARRANTIES.
13.1. Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Terns of Service; (b) this Terms of Service forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Terms of Service and to grant the rights and licenses described in this Terms of Service.
13.2. Compliance with Laws. You acknowledge that the Site is a general purpose online service and is not specifically designed to facilitate compliance with any specific law. You represent and warrant to Stio that Your use of and access to the Site, including any Content or Services, will comply with all applicable Laws and will not cause Stio itself or any other third party to violate any applicable Laws. Stio is not responsible for notifying You of any such Laws, enabling Your compliance with any such Laws, or for Your failure to comply.
13.3. No Warranties; Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN THE TERMS OF SALE APPLICABLE TO A GIVEN PRODUCT, THE SITE, CONTENT, SERVICES, AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." STIO AND ITS SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE SITE, CONTENT, SERVICES, OR THE PRODUCTS ADVERTISED ON THE SITE AND DO NOT ENDORSE THE PRODUCTS, SERVICES, VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION OR THIRD PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE SITE. STIO AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SITE, CONTENT, SERVICES, OR PRODUCTS AND OTHER SUBJECT MATTER OF THIS TERMS OF SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, COMPLETENESS, ACCURACY, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STIO, ITS EMPLOYEES, OR SERVICE PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
STIO AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT (a) THE SITE WILL MEET YOUR REQUIREMENTS; (b) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY CONTENT OR SERVICES OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; (e) THE SITE WILL NOT INCLUDE ANY TYPOGRAPHICAL OR OTHER ERRORS; OR (f) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY CONTENT OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless Stio and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Your access to or use of the Site, or any Content or Services; (2) Your collection and disclosure of any Content or Services, (3) Your violation of applicable Laws; and (4) Your breach of any provision of this Terms of Service. Stio will use reasonable efforts to provide You with notice of any such claim or allegation, and Stio will have the right to participate in the defense of any such claim at its expense.
15. LIMITATION ON LIABILITY. STIO AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE SITE, CONTENT, OR SERVICES, EVEN IF STIO OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. STIO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF SERVICE AND ALL CONTENT OR SERVICES PROVIDED UNDER THIS TERMS OF SERVICE OR THROUGH THE SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU RESULTING FROM ANY ORDERS MADE IN THE MONTH IMMEDIATELY PRECEDING THE ACT GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT STIO WOULD NOT ENTER INTO THIS TERMS OF SERVICE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, STIO’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17. FEEDBACK. If You provide Stio any feedback or suggestions regarding the Products, Site, Content, or Services (“Feedback”), You herby assign to Stio all rights in the Feedback and agree that Stio shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You. Stio will treat any Feedback You provide to Stio as non-confidential and non-proprietary. You agree that You will not submit to Stio any information or ideas that You consider to be confidential or proprietary.
18. CLAIMS OF INFRINGEMENT. Stio respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Site without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:Stio
Attention: Stio Copyright Agent
PO Box 1188 Jackson, WY 83001
Please provide the following information to the Stio Copyright Agent: (1) the identity of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature. Stio will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the Site.
19. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Terms of Service, will be governed in all respects exclusively by the laws of the State of Wyoming, U.S.A., as such laws apply to contracts between residents of Wyoming without regard to conflict of laws provisions thereof. Each party will bring any action or proceeding arising from or relating to this Terms of Service exclusively in a federal or state court in the State of Wyoming, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Stio.
20. NOTICES. Unless otherwise specified in this Terms of Service, any notices required or allowed under this Terms of Service will be provided to Stio by postal mail to the address for Stio listed on the Site. Stio may provide You with any notices required or allowed under this Terms of Service by sending You an email to any email address You provide to Stio, provided that in the case of any notice applicable both to You and other users of the Site, Stio may instead provide such notice by posting on the Site. Notices provided to Stio will be deemed given when actually received by Stio. Notice provided to You will be deemed given 24 hours after posting to the Site or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
21. INTERNATIONAL ACCESS. The Site may be accessed from countries other than the United States. The Site may contain Products or references to Products that are not available outside of the United States. Any such references do not imply that such products will be made available outside the United States. If You access and use this Site outside the United States You are responsible for complying with Your local Laws in addition to any requirements outlined in this Terms of Service.
22. LINKED SITES. The Site, Content, or Services may contain links to third-party sites or content that are not under the control of Stio. If You access a third-party site or content from the Site or Services, then You do so at Your own risk and Stio is not responsible for any content on any linked site. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Stio or any group or individual affiliated with Stio. You may not use on Your site any Content or marks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Site without Stio’s prior written consent.
23. ADDITIONAL TERMS. Except as expressly set forth in this Terms of Service, this Terms of Service may be amended or modified only by a writing signed by both parties. You agree as it relates to our remedy at law for any actual or threatened breach of this Terms of Service that Stio shall be entitled to specific performance or injunctive relieve, or both, in addition to any damages that we may be legally entitled to recover. No right or remedy shall be exclusive of any other, whether at law or in equity. All waivers by Stio under this Terms of Service must be in writing or later acknowledged by Stio in writing. Any waiver or failure by Stio to enforce any provision of this Terms of Service on one occasion will not be deemed a waiver by Stio of any other provision or of such provision on any other occasion. If any provision of this Terms of Service is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Terms of Service nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Stio. Any assignment in violation of the foregoing will be null and void. Stio may assign this Terms of Service to any party that assumes Stio’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to "including" will mean "including, without limitation."