The following terms and conditions ("Terms") govern your access to and use of Tropical Lab Productions LLC's website ("Site").  Tropical Lab Productions LLC ("We") may change these Terms at any time by posting such change on the Site.  The Terms constitute the entire agreement between you and us regarding the access to and use of the Site, and supersede any prior agreement.  You understand and agree that your continued access to and use of the Site after such change constitutes your acceptance of the change.  Please check this page regularly for the latest version of the Terms. 

 

​Your access to and use of the Site is at your own risk, including the risk that you might be exposed to content that is inaccurate, incomplete, objectionable, offensive, indecent, or otherwise inappropriate, and any content, link, or linked website(s) might contain viruses.  We also may terminate your permission to access or use the Site for any conduct we consider to be inappropriate, illegal, or in breach of the Terms.  You understand and agree that we and our artists will not be liable to you or others, in any way for any damage of any kind or under any theory, arising from your access to and use of the Site and its material, or the termination of your access to or use of the Site. 

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By accessing or using the Site, you accept and agree to be contractually bound by the Terms.  If you do not agree to be contractually bound by the Terms, you must not access or use the Site.

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OUR RIGHTS

All material on the Site, including text, audio, photographs, images, video, software, digital downloads, is owned by or licensed to us and is protected by applicable intellectual property (e.g., copyright, trademark) and propriety rights.  Your access or use of the Site does not grant to you any ownership of, or any other interest in or right to, any material on the Site.  If you use any material on the Site in violation of the Terms, you may violate copyright, trademark, and/or other applicable laws, and may be subject to civil and criminal liability for such unauthorized use.  We will aggressively enforce our and our artists' intellectual property, proprietary, and all other applicable rights to the fullest extent of the law, including the seeking of criminal prosecution.

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YOUR CONDUCT

The content on the Site is provided for your personal, non-commercial use only.  You may not copy, publish, reproduce, modify, exploit, transmit, or distribute in any way any material on the Site without the express prior, written consent from us.

You may not obtain or attempt to obtain any material on the Site, including digital files, through any means not intentionally made available or provided for through the Site.  

You may not upload a virus or other harmful component, or advertising of any kind, to the Site.

You may not upload or post on the Site's discussion board, comments section, or any other pages where the users are allowed to communicate or interact with us or other users, any material that is: (i) protected by any third party intellectual property and/or proprietary rights; or (ii) fraudulent, misleading, tortious, defamatory, harassing, obscene, pornographic, threatening, hateful, invasive of anyone else's privacy or publicity rights, or otherwise illegal or inappropriate.

You may not use the Site in any manner that could damage, interrupt, impair, reformat or frame, or modify the Site, or interfere with or prevent anyone else's enjoyment of, access to, and use of the Site.

You understand and agree that you are solely responsible for the content of the messages and/or postings you provide to or on the Site.

Any conduct in violation of the Terms may violate copyright, trademark, and/or other applicable laws, and may be subject to civil and criminal liability for such unauthorized use.  We will aggressively enforce our and our artists' intellectual property, proprietary, and all other applicable rights to the fullest extent of the law, including the seeking of criminal prosecution.

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THIRD PARTY TRADEMARKS

All trademarks not owned by us or our artists, if any, are the property of their respective owners.  Nothing contained on the Site should be construed as granting by implication any license or right to use any third party trademarks displayed on the Site without the express prior, written consent from the owners of the applicable third party trademarks.  You understand and agree that you are solely liable for any misuse of any third party trademark(s) displayed on the Site.

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MOBILE TEXTS

If you are enrolled in our text message service to receive communication from use, you understand and agree that we are not liable for any delays in the receipt of, or failure to receive, any SMS or MMS texts, as delivery is subject to transmission by your mobile carrier and the specific features you may have enabled/disabled in your mobile device and/or mobile carrier service settings.

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USER INFORMATION COLLECTION AND USE 

Please see our Privacy Policy, which is incorporated by reference in its entirety herein, to learn about our privacy practices applicable to the users of the Site.

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UNSOLICITED SUBMISSIONS

We do not accept or consider any unsolicited material, including sound recordings, by email, through the Site, or by any other means.  If you submit unsolicited material to us, we will not be obligated to treat your material as confidential or proprietary, or otherwise protected by any legal or contractual right, we may use the material in any way we wish perpetually, royalty-free, and worldwide, and we may delete or destroy the unsolicited material. 

You understand and agree that you will be solely liable for any claim or action arising from the unsolicited material you submit to us, and you will indemnify and hold us and our artists, directors, officers, employees, agents, or content or service providers harmless from any claim, liability, loss, damage, cost, expense, including reasonable attorneys' fees, arising from your submission of the unsolicited material.

 

INDEMNIFICATION

You agree to defend, indemnify and hold us and our artists, directors, officers, employees, agents, or content or service providers harmless from any claim, liability, loss, damage, cost, expense, including reasonable attorneys' fees, arising from: (i) your access or use of the Site; (ii) your conduct regarding any material on the Site; (iii) your violation of any applicable law (e.g., intellectual property law), regulation, or the Terms; (iv) your use of any product or service purchased or obtained by you on or through the Site; or (v) the messages and/or postings you provided to us on or through the Site.  We reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to fully cooperate with our defense.

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ACCOUNT AND PASSWORD

​You may be enabled to create an account on the Site using a stand-alone registration or social media logins.  You understand and agree that your username and password are for your personal use only and you are solely responsible for maintaining the strict confidentiality of your username and password.  You agree to ensure that you exit from your account at the end of each logged-in session by signing out/logging out, and to immediately notify us if you have any reason to believe an unauthorized use of your password or any other security breach of your account.  It is your sole responsibility to notify us if you wish to cancel your account on the Site.  We will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.

We reserve the right to close your account at any time, at our sole discretion, for any reason whatsoever.

 

PRODUCT AND SERVICE PURCHASE

We may make certain products and services available for purchase on or through the Site, and you may be asked to supply certain information including payment information.  By initiating a transaction, you represent and warrant that you are 18 years old or older, have the legal right to use the payment means you select, and all information you provide is accurate and current.  You agree to pay in full the prices for any purchases you make online and all applicable shipping and handling charges and taxes.  If for some reason payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us.  We do not offer refunds or price adjustments in the event of temporary or permanent price drops on any product or service. 

All sales of digital content are final.

Not all products or services referenced on the Site may be available to all persons in all geographic locations around the world.  We reserve the right, in our sole discretion, to limit the availability and/or quantity of any product or service to anyone in any geographic location at any time for any reason whatsoever without notice.

If for whatever reason it becomes impossible or inconvenient to fulfill your order, e.g., inventory shortage, or any other issue, we may cancel your order, at our sole discretion, in which case you will not be charged for the canceled order; if a payment was already processed, you will receive the processed amount credited back to the form of payment used.  In such situation where your order is canceled by us, you understand and agree that your sole remedy is getting the processed amount, if any, credited back to the form of payment used.

     

​THIRD PARTY-OPERATED WEBSITES

The Site may include links to third party websites ("Linked Sites").  For example, you may purchase products, some of which may be our products, on or though Linked Sites.  Linked Sites are not operated by us.  You understand and agree that your use of any Linked Site is solely at your own risk.

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PROMOTION, SWEEPSTAKE, SURVEY, AND COMPETITION

Any promotions, sweepstakes, surveys, and promotions ("Promotional Activity"), made available through the Site may be governed by specific rules that are separate from the Terms.  If you participate in any of such Promotional Activity, you shall be subject to such separate rules.  To the extent the rules of any Promotional Activity are in conflict with the Terms, the rules of the Promotional Activity shall control.  You understand and agree that your participate in any of the Promotional Activity is solely of your own volition and at your own risk.  We courage to read the applicable rules of the Promotional Activity in their entirety prior to your participation.

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DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, PRODUCTS, SERVICES, FUNCTIONS AND MATERIALS, IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.  YOUR ACCESS TO OR USE OF THE SITE IS SOLELY AT YOUR OWN RISK.

WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED ACCESS.  WE EXPRESSLY DISCLAIM THAT THE SITE AND ITS CONTENT, INCLUDING DIGITAL FILES, ARE FREE OF VIRUSES, OTHER HARMFUL COMPONENTS, OR ERRORS.  YOU SOLELY ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR ACCESS TO OR USE OF THE SITE.

NO COMMUNICATION IN ANY FORM FOR ANY PURPOSE, INCLUDING ADVICE, SUGGESTION, OR IDEA, WHETHER ORAL OR WRITTEN, FROM US TO YOU, SHALL CREATE WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU. 

WE AND OUR SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED THROUGH THE SITE, AND HEREBY EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE, IF ANY, IN PRODUCT OR SERVICES LITERATURE, AND ANY OTHER MATERIALS FOUND ON THE SITE OR IN CORRESPONDENCE WITH US OR OUR AGENTS.  ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED THROUGH THE SITE ARE PROVIDED BY US AND/OR OUR SUPPLIERS AND LICENSORS "AS IS," EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND US, OR BETWEEN YOU AND OUR SUPPLIER OR LICENSOR.

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LIMITATION OF LIABILITY

WE AND OUR ARTISTS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTENT OR SERVICE PROVIDER ("PROTECTED ENTITIES"), ARE NOT LIABLE TO YOU IN ANY WAY FOR ANY DAMAGE OF ANY KIND OR UNDER ANY THEORY, ARISING FROM YOUR ACCESS TO OR USE OF THE SITE OR ANY THIRD PARTY-OPERATED LINKED SITE.  THE PROTECTED ENTITIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, OR OTHER DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF THE SITE OR ANY THIRD PARTY-OPERATED LINKED SITE, TO THE FULL EXTENT ALLOWED BY APPLICABLE LAWS.

IF YOU ARE DISSATISFIED WITH THE SITE OR ANY THIRD PARTY-OPERATED LINKED SITE, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IS TO DISCONTINUE ACCESSING OR USING THE SITE(S), WITH WHICH YOU ARE DISSATISFIED.

WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ANY OF THE PROTECTED ENTITIES BE LIABLE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION UNDER ANY LEGAL THEORY, ARISING FROM THE TERMS OR YOUR ACCESS TO OR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US THROUGH THE SITE.

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CHOICE OF LAW, DISPUTE RESOLUTION AND VENUE

We control and operate the Site from the United States of America.  We do not represent that materials on the Site are appropriate or available for use in other locations.  Those who choose to access the Site from other locations do so of their own volition, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree to arbitrate all disputes between you and us or any of the Protected Entities, either through binding non-appearance-based arbitration administered by JAMS, or in small claims court in Los Angeles County, California, except for disputes relating to the enforcement of intellectual property rights.

These Terms shall be governed by, and construed in accordance with, the laws of the State of California, without regards to its principles of conflicts of law that would require the application of the laws of another jurisdiction.

In the event of a dispute, the party wishing to commence a proceeding shall send the other party a notice of dispute, in writing, setting forth the name, address and contact information of the party giving notice, the facts of the dispute and relief requested.  You agree that prior to taking any action, including sending the other party a notice of dispute, you will first email us at legal@toplab.com of your intent to initiate a proceeding.

We will send any notice of dispute to you at the contact information we have for you.

The parties shall attempt to resolve a dispute through informal negotiation upon notice of a dispute for a period of 90 days.  In the event a resolution is not reached in such 90 day time period, either party may commence either an arbitration or a small claims court action.  

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Any claim must be brought individually and not consolidated as part of a group or class arbitration.

In no event shall any claim, action or proceeding by you related in any way to the Site be instituted more than one (1) year after the cause of action arose.

No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and reasonable attorneys' fees.

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SEVERABILITY

If a court of competent jurisdiction finds any of the provisions in the Terms or the privacy policy invalid, unenforceable, or inapplicable, such provisions shall be limited to the maximum extent necessary, leaving the remaining provisions in the Terms and privacy policy in full force and effect.

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DMCA AND NOTICE OF CLAIM

Under the Digital Millennium Copyright Act (DMCA), a claim of unauthorized use of copyrighted materials must be sent to the service provider's Designated Agent.  If you believe in good faith that we should be notified of a possible infringement involving the Site, please notify our Designated Agent by submitting a message on our Contact Us page, with "DMCA Notice" in the subject line.

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MISCELLANEOUS

Any failure by us to exercise or enforce any right or provision of the Terms or the privacy policy shall not constitute a waiver of such right or provision.