Terms and Conditions
Updated 05 April 2024
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY: Welcome to Caraway Home. These Terms and Conditions describe the terms and conditions applicable to your access and use of the website at carawayhome.com (the “Site”). This document is a legally binding agreement between you as the user(s) of the Site (referred to as “you”, “your”, "Customer"; or “User” hereinafter) and the Caraway Home, Inc. entity (referred to as “we”, “our”, “Caraway” hereinafter).
ARBITRATION AND CLASS ACTION WAIVER NOTICE: YOU UNDERSTAND THAT THESE TERMS CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE. YOU AGREE THAT DISPUTES BETWEEN YOU AND CARAWAY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.
1. Application and Acceptance of the Terms
1.1 Your use of the Site and Caraway’s services and products (collectively the “Services” hereinafter) is subject to the terms and conditions contained in this document and any other rules and policies of the Site that Caraway may publish from time to time. This document and
such other rules and policies of the Site are collectively referred to below as the “Terms”. By accessing the Site or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services or the Site if you do not accept all of the Terms.
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age (at least 18 years old) to form a binding contract with Caraway, or (b) you are not permitted to receive any Services under the laws of local countries / regions including the country / region in which you are resident or from which you use the Services.
1.3 You acknowledge and agree that Caraway may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms will apply to you.
1.4 If Caraway has posted or provided a translation of the English language version of these Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Site.
1.5 You may be required to enter into a separate agreement, whether online or offline, with Caraway or our affiliates or subsidiaries for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
2. Provision of Services
2.1 You must register on the Site in order to access and use some Services. Further, Caraway reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to Users or subject to other conditions that Caraway may impose in our discretion.
2.2 Some Services may be provided by Caraway’s affiliates or subsidiaries on behalf of Caraway.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Caraway may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 Caraway may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
3. Users Generally
3.1 As a condition of your access to and use of the Site or Services, you agree that you will comply with all applicable laws and regulations when using the Site or Services.
3.2 You agree to use the Site or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Site (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Caraway, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Caraway is prohibited. Use of any content or materials on the Site for any purpose not expressly permitted in the Terms is prohibited.
3.3 For more information regarding how Caraway collects, uses, and discloses your personal information, please review our Privacy Notice.
3.4 Caraway may allow Users to access content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' website. You are cautioned to read such website terms and conditions and/or privacy policies of any third party websites before using them. You acknowledge that Caraway has no control over such third parties' web site, does not monitor such web site, and shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Caraway and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of Caraway’s feedback system, such as leaving positive feedback for yourself using secondary email accounts or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 By posting or displaying any information, content or material (“User Content”) on the Site or providing any User Content to Caraway or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Caraway to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, such as using as product description on the Site, advertising outside the Site and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Site or the provision of any Services. You confirm and warrant to Caraway that you have all the rights, power and authority necessary to grant the above license.
4. Transactions
4.1 You agree to provide all information and materials as may be reasonably required by Caraway in connection with orders placed on the Site. Caraway has the right to suspend or terminate your account if you fail to provide the required information and materials or provides inaccurate or fraudulent information.
4.2 Each User agrees that Caraway shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any use or storage of any products purchased from Caraway.
4.3 When you make a purchase, you agree that the risk of loss transfers from Caraway to you from the moment our shipping carrier delivers your order to the destination provided in your purchase.
4.4 To the extent we run any promotions or provide any discounts or bundles, you agree to any additional rules and regulations that may apply to such promotions, discounts, or bundles. Discounts and site-wide promotions are applicable to non-returned products only, and adjustments may be made retrospectively on transactions to correctly reflect the promotion earned in the event of order cancellation or returned products.
5. Limitation of Liability
5.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS SET FORTH HEREIN OR IN WARRANTIES ISSUED BY CARAWAY, THE PRODUCTS AND SERVICES PROVIDED BY CARAWAY ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE"; AND “WITH ALL FAULTS”, AND CARAWAY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
5.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARAWAY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENT STATUS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES; CARAWAY DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND CARAWAY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.
5.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to Caraway’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Caraway or through or from the Site shall create any warranty not expressly stated herein.
5.4 Each User hereby further agrees to indemnify and hold harmless Caraway, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by third parties relating to products offered or displayed on the Site. Each User hereby further agrees that Caraway is not responsible and shall have no liability to you, for any material posted by others; including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Caraway reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Caraway in asserting any available defenses.
5.5 Caraway shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following: (a) the use or the inability to use the Site or Services; (b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Site; (c) unauthorized access by third parties to data or private information of any User; (d) statements or conduct of any User of the Site; or; (e) any matters relating to Services however arising, including negligence.
5.6 Notwithstanding any of the foregoing provisions, the aggregate liability of Caraway, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site or Services during any calendar year shall be limited to the greater of (a) the amount of purchase price the User has paid to Caraway or our affiliates during the calendar year; or (b) $1,000. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Site or Services must be filed within one (1) year from the date the cause of action arose.
5.7 The limitations and exclusions of liability to you under these Terms shall apply to the maximum extent permitted by law and shall apply whether or not Caraway has been advised of or should have been aware of the possibility of any such losses arising.
6. Force Majeure Under no circumstances shall Caraway be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
7. Intellectual Property Rights
7.1 Caraway is the sole owner or lawful licensee of all the rights and interests in the Services, Site and the Site Content. If you'd like to opt-out of having your site content shared, please email [email protected]. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with Caraway, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Caraway are hereby reserved.
7.2 "CARAWAY HOME", “CARAWAY” and related icons and logos are registered trademarks or trademarks or service marks of Caraway.
7.3 Caraway may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
8. Notices
8.1 All legal notices or demands to or upon Caraway shall be made in writing and sent to Caraway personally or by courier, certified mail or facsimile to the following address: 147 W. 26th Street Floor 4, New York, NY, 10001. The notices shall be effective when they are received by Caraway in any of the above-mentioned manners.
8.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Caraway, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when (a) Caraway is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) Immediately upon Caraway posting such notice on an area of the Site that is publicly accessible without charge.
8.3 You agree that all agreements, notices, demands, disclosures and other communications that Caraway sends to you electronically satisfy the legal requirement that such communication should be in writing.
9. General Provisions
9.1 Subject to any additional agreements, the Terms constitute the entire agreement between you and Caraway with respect to and govern your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
9.2 Caraway and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
9.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
9.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
9.5 Caraway’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Caraway’s right to act with respect to subsequent or similar breaches.
9.6 Caraway shall have the right to assign these Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates or subsidiaries of Caraway). You may not assign, in whole or part, these Terms to any person or entity.
9.7 In any action to enforce the Terms, the prevailing party will be entitled to reasonable costs and attorneys’ fees.
9.8 The Terms shall be governed by the laws of the State of New York without regard to its conflict of law principles.
9.9 ARBITRATION NOTICE: If you have a legal dispute with Caraway, except where prohibited by applicable law, you and we hereby agree to proceed as follows. (a) any dispute, claim or controversy between you and Caraway that arises from or relates in any way to these Terms (including any alleged breach thereof), or Caraway’s relationship with you (collectively, “Dispute”) shall be exclusively resolved through binding individual arbitration except as specifically provided otherwise herein. “Dispute” as used in the Terms shall have the broadest possible meaning and include claims that arose before the existence of these Terms (or any prior terms). You and Caraway each waive the right to a jury trial and the right to litigate disputes in court in favor of individual arbitration (except as set forth below). You and Caraway each waive the right to file or participate in a class action against the other or otherwise to seek relief on a class basis. If there is a judicial determination that any particular claim cannot be arbitrated in accordance with this provision’s limitations, then only that claim may be brought in court. All other claims remain subject to this provision. (b) Before you commence arbitration of a claim, you must provide us with a written Notice of Dispute that includes your name, residence address, user name, email address or phone number you use with Caraway, a detailed description of the dispute and the relief that you seek. Any Notice of Dispute that you send to us should be emailed to us at [email protected] with a copy mailed to 147 W. 26th Street Floor 4, New York, NY, 10001. Before we commence arbitration, we will send you a Notice of Dispute to the email address that you use with Caraway (or by other appropriate means). If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration. (c) The U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, DE 19958. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider, in New York. Disputes involving claims and counterclaims under $250,000 (not inclusive of attorneys’ fees and interest) shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-st
reamlined-arbitration/; all other claims shall be subject to JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’ rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. (d) You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. (e) Notwithstanding the foregoing, either you or Caraway may elect to have an individual claim heard in a small claims court having jurisdiction over the claim. If the request to proceed in small claims court is made after an arbitration has been initiated but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined by the small claims court. All other issues (except as otherwise provided herein) are exclusively for the arbitrator to decide, including but not limited to scope and enforceability of these Terms, as well as any request to proceed in small claims court that is made after an arbitrator has been appointed. (f) You may opt out of this provision within 30 days of the date that you agreed to these Terms (which will be deemed to have occurred on your making of an order with Caraway). To opt out, you must send your name, residence address, user name, email address or phone number you use with Caraway (and a clear statement that you want to opt out of this arbitration agreement) to: [email protected]. (g) ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE TERMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE; AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the state or federal courts located in the State of New York. All other claims shall be arbitrated. (h) YOU AND CARAWAY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Caraway are instead electing that all claims and disputes shall be resolved by arbitration under the Terms, except as specified in subsection (g) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms and Conditions as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. (i) The foregoing shall not preclude Caraway from seeking injunctive relief in any court of competent jurisdiction located in other countries and jurisdictions for protection of Caraway’s intellectual property.
10. Miscellaneous
10.1 In addition, you agree to our Messaging Terms.