Terms of Service
Last updated: August 4, 2021
TRU Kids, Inc., its affiliated entities, and third-parties that own a portion of and/or participate in the operation of this website (collectively, “TRU Kids,” “we,” “us” or “our”) make this website including any applications, platforms, services, or other resources related to, distributed on, or available through this website (collectively, this “Site”) available to you (“Customer”, “you”, or “your”) for your use subject to the terms and conditions in this Terms of Service Agreement (the “Agreement”). By accessing or using this Site in any way, you agree to be bound by this Agreement. If you do not accept any of the terms of this Agreement and/or you do not meet or comply with its provisions, you may not use this Site. The disclaimers, terms, and conditions in this Agreement are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms, and conditions of specific application that we disclose. IMPORTANT NOTICE: YOUR USE OF THIS SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 9 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 9 OF THIS AGREEMENT FOR MORE INFORMATION.
1. GENERALLY
1. 1.1 TRU Kids’ Rights in and to TRU Kids Materials.
This Site, our systems, our databases, and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any technical or functional descriptions, requirements, plans, specifications, or reports, that are provided or used by TRU Kids or any subcontractor engaged by TRU Kids in connection with this Site or otherwise comprise or relate to this Site, the designs of each of the foregoing, and any and all intellectual property rights in the foregoing (collectively, the “ TRU Kids Materials”) shall at all times remain the exclusive property of TRU Kids and its third-party licensors. Any third-party software included in this Site is licensed subject to the additional terms of the applicable third-party license.
1.2 Grant of License.
On the condition that you comply with all your obligations under this Agreement, and subject to additional terms of any third-party licenses applicable to third-party software included in this Site, we hereby grant to you a limited, revocable, non-exclusive, non-transferable, right to access and use this Site solely for your personal purposes. We reserve all rights not otherwise expressly granted by this Agreement. If you do not comply with this Agreement, we reserve the right to revoke any license granted in this Agreement and limit your access to this Site. Any use of this Site that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Site. You are not acquiring any rights in or to the TRU Kids Materials other than a non-exclusive right to access and use this Site solely in accordance with the term of this Agreement.
1.3 Modification.
We may discontinue or alter any aspect of this Site, restrict the time this Site is available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to this Site without prior notice or liability to you. Your only remedy is to discontinue using this Site if you do not want a modification we make to this Site..
1.4 Removal of Access.
Your access to this Site is provided on a temporary basis with no guarantee for future availability. You agree that we may immediately suspend or terminate your access to this Site or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of this Agreement or other incorporated agreements or guidelines; (2) discontinuance or material modification to this Site; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; or (5) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.
1.5 Defects and Availability
We use commercially reasonable efforts to maintain this Site, but we are not responsible for any defects or failures associated with this Site, any part thereof, any Feedback you provide, or any damages (such as consequential or indirect damages) that may result from any such defects or failures. This Site may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which we may undertake from time to time; or (3) causes beyond our reasonable control or which we could not reasonably foresee. You understand that this Site is provided over the Internet, so the quality and availability of this Site may be affected by factors outside of our control. This Site is not intended to be available 100% of the time and we do not make any representations, warranties, or guarantees regarding the reliability or availability of this Site. We do not represent, warrant, or guarantee that this Site will always be completely free of human or technological errors. We will not be liable to you or any third party for damages or losses related to this Site being unavailable.
1.6 Restrictions.
You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of this Site in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which this Site is based; (3) use this Site or TRU Kids IP to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of this Site, servers, or networks connected to this Site or take any other action that interferes with any other person’s use of this Site; (5) decrypt, transfer, create Internet links to this Site, or “frame” or “mirror” this Site on any other server or wireless or Internet-based device; (6) use or merge this Site or any component thereof with other software, databases, or Site not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to this Site; (8) use this Site for unlawful purposes; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with this Site; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on this Site for any reason; (11) access or attempt to access any other user’s account; (12) use any TRU Kids IP made available through this Site in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into this Site any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm this Site, or perform any such actions; (14) introduce into this Site any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter this Site, TRU Kids Content, or notices on this Site; (16) connect to or access any TRU Kids computer system or network other than this Site; or (17) impersonate any other person or entity to use or gain access to this Site. We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
2. CONTENT AND MATERIALS ON THIS SITE
2.1 TRU Kids Content
This Site may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “TRU Kids Content”) that are protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws. You understand and agree that these rights in any TRU Kids Content are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the TRU Kids Content.
2.2 User Content.
This Site may allow you to upload, download, store, or transmit user-generated data or information, including personal information such as your name, photo, or contact details (“User Content”). By submitting User Content to this Site or by interacting with this Site through social media platforms (such as, for example, using a promoted hashtag), you grant TRU Kids a nonexclusive, worldwide, royalty-free, assignable, sublicensable, perpetual right and license to use, copy, and display User Content in connection with TRU Kids’s operation of this Site. You further grant TRU Kids a nonexclusive, perpetual, assignable, sublicensable, worldwide, royalty-free right and license to use, copy, display, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, transfer, sublicense, create derivative works of, and compilations incorporating, User Content to provide benchmarking, performance improvement, marketing and advertising, and other lawful purposes in connection with the operation of TRU Kids’s business, including without limitation as it relates to the design, manufacture, distribution, sale and/or promotion of any goods and/or services branded under any intellectual property owned by TRU KIDS. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, USER CONTENT THAT YOU POST OR PROVIDE THROUGH THIS SITE. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON USER CONTENT, TRU KIDS CONTENT, OR OTHER CONTENT YOU FIND ON THIS SITE IS SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE TRANSMISSION OF ANY OF USER CONTENT THROUGH THIS SITE.
2.3 User Content Restrictions
You may not upload, post, or transmit any User Content that: (1) would violate or infringe the proprietary, privacy, publicity, or intellectual property rights of TRU Kids or any third party; (2) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity; (3) violates any applicable law, statute, ordinance, or regulation; (4) puts in jeopardy the security of your account, TRU Kids, or this Site; or (5) promotes or displays any of the following content: (a) pornography; (b) violence; (c) racial intolerance or advocacy against any individual, group, or organization; (d) profanity; (e) hacking or cracking; (f) illicit drugs and drug paraphernalia; (g) sale of alcohol, tobacco, or tobacco-related products; or (h) the sale of weapons or ammunition. We reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, and remove any and all User Content. We cannot and do not assume any responsibility for your use or misuse of TRU Kids Content, User Content, or any other information transmitted, monitored, stored, or received while using this Site. We reserve the right to amend or delete any TRU Kids Content (along with the right to terminate or restrict use of or access to this Site) that in our sole discretion violates any of the above. By providing User Content via this Site, you further understand and agree that you do so at your own risk and that we are not responsible for the damage or loss of any such User Content. You agree that we are not liable for any legal violation caused by your use or misuse of TRU Kids Content or other information transmitted, monitored, stored, or received while using this Site.
2.4 Feedback.
We welcome your comments, feedback, information, or materials regarding this Site or any of the Products (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.
2.5 Links; Third Party Materials
This Site may include links to other websites, resources on the Internet, or utilize the services or content of our Partners or other third parties (such as our e-commerce provider to process payment-related information in accordance with Section 5) (collectively, “Third Party Materials”). Because we have no control over Third Party Materials or the administration of Third Party Materials by the third parties that provide them, you acknowledge and agree that we are not responsible for the availability of such materials, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Third Party Materials, or for any privacy or other practices of the third parties operating those website or providing such materials. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, in connection with, resulting from your use of or reliance on any such Third Party Materials. We strongly encourage you to review any separate terms of use and privacy policies governing use of these third party website and Third Party Materials.
2.6 Ownership of Intellectual Property.
TRU Kids or its licensors exclusively own all right, title and interest in and to this Site, the TRU Kids Materials, the TRU Kids Content, and Feedback, including but not limited to, all ideas, inventions, inferences, discoveries, source and object software code, developments, derivative works, enhancements, upgrades, fixes and patches, formats and processes, and all images, trademarks, service marks, logos and icons displayed or related therein or thereto (collectively, “TRU Kids IP”). Except as expressly provided herein, you have no right, license, or authorization with respect to any of the TRU Kids IP. You shall not assert any claims to the contrary or otherwise do anything inconsistent with the allocation of ownership herein, including, but not limited to, challenging the validity of the authorizations or any intellectual property rights granted herein. In the event you are ever deemed to be the owner of any of the TRU Kids IP, you shall immediately take all necessary steps to evidence, transfer, perfect, vest, or confirm TRU Kids’s right, title and interest in the TRU Kids IP. TRU Kids is not transferring or granting to you any right, title, or interest in or to (or granting you any license or other permissions in or to) any TRU Kids IP. The sole exception of the foregoing reservation of rights is the limited, non-exclusive, and non-transferable authorization explicitly granted in Section 1.2, and which shall automatically terminate upon expiration or termination of this Agreement. Any unauthorized use of any TRU Kids IP, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. Trademarks owned by third parties are the property of those respective third parties.
3. Accounts
3.1 Registration
Access to certain features on this Site may require you to be registered with us via a TRU Kids-generated registration form. This form will require you to provide certain requested information, including personal information. Upon successful completion of this form, you will be provided with an account and login information including a username and password to successfully complete the registration process. You are the only person authorized to access and use your account. For more information about our collection of personal data about you in connection with account registration on this Site, please review our Privacy Statement.
3.2 Unauthorized Use and Information Changes.
You must immediately notify us if your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You also agree that you will provide truthful and accurate information during the registration process. We may refuse to grant you a particular username for any reason, including, without limitation, if we have reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.
3.3 Storing Credentials.
This Site may allow you to store your login credentials in your web browser so that you can be automatically logged in each time you access this Site. If someone else has access to your computer or web browser, the automatic login feature will allow that person to have access to your account. You are responsible for any damages to TRU Kids or this Site resulting from unauthorized access to this Site from your account and we will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
4. ACCESS THROUGH MOBILE DEVICES
4.1 Mobile Use.
Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using this Site on your mobile, handheld device (“Mobile Device”). You understand that your Mobile Provider may charge you fees for your use of its network connection Site while accessing or using this Site, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES. Please review our Privacy Statement for more information on how we administer SMS text messaging, including details on how to opt-out.
5 PRODUCT ORDERS
5.1 General
This Section governs your purchase of products made available through this Site (each, a “Product”) and offered for sale directly from TRU Kids through our network of authorized retailers, partners, licensors and fulfillment centers (collectively, “Partners”). All Products offered via this Site are subject to availability and prices for Products are subject to change without notice at any time. All orders for Products (each, an “Order”) placed by you are subject to acceptance by us and/or our Partners. Our Partners may sell direct to you from time-to-time. All Orders shall, at a minimum, identify the Products purchased, quantities, price, shipping costs, and taxes. Once placed by you, either TRU Kids or our Partner will use commercially reasonable efforts to secure title to the Product and determine the date and time for shipment. TRU Kids or our Partners reserve the right to cancel or refuse any Order for any reason at any time prior to shipment, including after an Order has been submitted, whether or not the Order has been confirmed. TRU Kids or our Partners may attempt to contact you if all or a portion of your Order is cancelled, or if additional information is needed to complete and accept your Order. Products may be made available for reservation and pre-order via this Site. If you pre-order a Product that is not yet available for sale, we may, depending on the offer, charge your credit card for the cost of the Product plus any applicable charges for taxes and shipping, and will ship you the Product once it is available.
5.2 Product Purchasing.
To purchase a Product, you will be required to provide information regarding your credit card or other payment instrument (“Payment Method”) to our third party e-commerce platform provider, Salesforce, a provider of PCI-DSS compliant e-commerce merchant services (“Provider”). You represent and warrant to TRU Kids, our Partners, and our Provider that the information pertaining to your Payment Method is true and that you are an authorized user of the Payment Method. You hereby authorize us through our Provider to bill to your Payment Method in accordance with the terms of the Order for the Products you are purchasing. If any bank or other financial institution refuses to honor any payment of yours, we may charge you a fee up to the maximum amount permitted under applicable law and seek any other damages or remedies available. When providing a Payment Method, our Provider may allow you to keep such Payment Method on file in order to facilitate future Orders (TRU Kids does not retain, store, or otherwise manage credit card information). If you want to use a different Payment Method than the one you signed up to use during registration or when you placed an Order, you may edit your Payment Method information by logging into your account management tools on this Site, which securely connects to our Provider. If your Payment Method expires and you do not edit your Payment Method information or cancel your account, we may reject your Order. If we do not reject your Order, you authorize us to charge you for any Product purchases you make, and you will remain responsible for any uncollected amounts.
5.3 Products, Content and Specifications.
All features, content, specifications of the Products described or depicted on the Site are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. TRU Kids and our Partners make all reasonable efforts to accurately display the attributes of Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. TRU Kids may provide certain information about certain Products on the Site as a convenience only and may provide links to our Partners’ websites where the particular Product may be available for purchase. The inclusion of any Products on the Site at a particular time does not imply or warrant that these Products will be available at any time from our Partners or offered for sale at a particular price.
5.3 Products, Content and Specifications.
All features, content, specifications of the Products described or depicted on the Site are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. TRU Kids and our Partners make all reasonable efforts to accurately display the attributes of Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. TRU Kids may provide certain information about certain Products on the Site as a convenience only and may provide links to our Partners’ websites where the particular Product may be available for purchase. The inclusion of any Products on the Site at a particular time does not imply or warrant that these Products will be available at any time from our Partners or offered for sale at a particular price.
5.4 Taxes
You are responsible for, and agree to pay, all taxes, fees, and any other duties or surcharges set by any governmental agency or taxing authority. You agree to indemnify and hold TRU Kids and our Partners harmless for any liability for taxes owed in connection with your purchase of a Product.
5.5 Billing Details.
Please contact us here if you believe there are any billing errors, or if you have any other questions related to your account history or bill. You must notify us here or change your information via your online account immediately in the event of any change in your name, billing address, service address, email address, telephone number, credit or debit card, or other account information. You can dispute your account history or bill by contacting us hereUnless otherwise provided by law, you must still pay any disputed charges until the dispute is resolved.
5.6 Order Fulfillment.
TRU Kids does not guarantee shipping or delivery times and is not liable for the actions or conduct of our Partners or shipping carriers. A delayed delivery of any part of an Order does not entitle you to cancel other deliveries. TRU Kids is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond TRU Kids’s, our Partner’s, or our shipping carrier’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, pandemics, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources (“Force Majeure”). In the event of Force Majeure condition, TRU Kids’s time for performance shall be extended for a period equal to the time lost as a consequence of the Force Majeure condition without subjecting TRU Kids to any liability or penalty. TRU Kids may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to you.
5.7 Customer Assurance.
Because customer service is paramount to our business, we reserve the right to refuse to sell Products to you if it reasonably appears to us that you intend to resell the Products or have engaged in fraudulent behavior. We further reserve the right to limit quantities of Products purchased by each Customer. In addition, we reserve the right to cancel any Order or part of an Order, or refuse service to anyone for any reason. Such reasons may include, but are not limited to unauthorized voucher use, Product availability, and price discrepancy.
5.8 Returns; Exchanges; and Refunds.
Only Products originally purchased through this Site may be considered for return, refund, or exchange. To return a Product or request a refund or exchange, contact us here. TRU Kids does not offer returns or exchanges for all Products at all times and exclusions may apply.
5.9 Limited Warranty.
EXCEPT AS EXPRESSLY PROVIDED BY TRU KIDS OR OUR PARTNERS IN CONNECTION WITH A PRODUCT, TRU KIDS MAKES NO WARRANTIES REGARDING THE PRODUCTS AND ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, TRU KIDS MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS.
5.10 Limitation of Liabilities.
TRU KIDS SHALL NOT BE LIABLE FOR LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, LOSS OF DATA, INJURY TO REPUTATION, PUNITIVE DAMAGES, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE RELATED TO A PRODUCT OR AN ORDER. YOUR RECOVERY FROM TRU KIDS FOR ANY CLAIM SHALL NOT EXCEED THE LESSER OF THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCT OR ONE HUNDRED DOLLARS ($100.00 USD) IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. YOU ACKNOWLEDGE THAT USE OF ANY PRODUCT IS AT YOUR SOLE RISK AND YOU AGREE THAT TRU KIDS IS NOT LIABLE, IN WHOLE OR IN PART, FOR ANY CLAIM OR DAMAGE ARISING FROM YOUR USE OF THE PRODUCT. YOU WILL INDEMNIFY, DEFEND AND HOLD TRU KIDS, OUR PARTNERS, AND OUR PROVIDER HARMLESS FROM ANY ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH (A) YOUR PURCHASE AND USE OF THE PRODUCT AND COMPLIANCE WITH THE PRODUCT DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (B) MODIFICATION OF A PRODUCT (INTENTIONAL OR UNINTENTIONAL), OR (C) USE IN COMBINATION WITH OTHER PRODUCTS.
6. REPRESENTATIONS
6.1 General Representations.
You hereby represent and warrant that: (1) you (a) are either over the age of 18 or you are 13 or older and have your parent or guardian’s consent to the terms of this Agreement; and (b) have the power and authority to enter into and perform your obligations under this Agreement; (2) all information provided by you to us is truthful, accurate and complete; (3) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of this Site, your Feedback, or any part thereof; (4) if applicable, you have provided and will maintain accurate and complete information with us, including, without limitation, your legal name, email address, and any other information we may reasonably require; (5) your access to and use of this Site or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (6) you will immediately notify us in the event that you learn or suspect that the contact information you provided to us has been disclosed or otherwise made known to any other person; (7) you will not use this Site in order to gain competitive intelligence about us, this Site, or any Product or service offered via this Site or to otherwise compete with us; and (8) your User Content does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party.
