Terms and Conditions of Use

Please read the following Terms and Conditions of Use carefully before using this Website. By accessing and/or using this Website you agree to be bound by these Terms and Conditions.

Welcome to MillDistrictTea.com! This website, the @MillDistrictTea.com domain, and all webpages pertaining to such domain (collectively, this “Website”), is solely owned and operated by Mill District Tea, LLC, a minority- and woman-owned Idaho limited liability company. Mill District Tea, LLC together with its parents, subsidiaries, agents, and affiliates (collectively, “MDT”), may be referred to herein as “we,” “us,” “our,” or “MDT.” These Terms and Conditions of Use (these “Terms”) apply to any access to or use of this Website, its associated sites, and content. Certain products offered through this Website may have additional terms and conditions attached, which, in the event of an inconsistency between such terms and these Terms, shall govern.

1. Consent to Terms and Conditions

These Terms explain the policies that govern your access to and use of this Website, including any action MDT or its agents or representatives may take, within its sole discretion, for any use of this Website that MDT deems unacceptable.

By visiting or using this Website, including, without limitation, visiting any webpage connected to this Website, creating an account, or purchasing products through this Website, you represent and warrant to MDT that you: (i) have read, understand, and agree to these Terms; (ii) are at least eighteen (18) years of age (or are otherwise acting under the direct supervision of a parent or guardian in accordance with the Children’s Online Privacy Protection Act); and (iii) are legally able to enter into a contract. If you do not agree to these Terms or if you do not meet the foregoing requirements, you may not use this Website.

It is your responsibility to review these Terms periodically. We reserve the right to revise, replace, alter, or modify these Terms at any time without notice. If upon revision, replacement, alteration, or modification to these Terms, you no longer agree to the modified Terms, you must immediately stop use of and access to this Website.

2. Terms of Service, Ownership, and Limited License

Subject to the remainder of these Terms, MDT grants you a limited license to access and use this Website solely for lawful personal purposes, and to copy, distribute, and transmit the content of this Website only to the extent that such copying, distribution, and transmission is automatically done through your browser software incidental to using this Website for your personal use. Use of the site for any illegal or unauthorized purpose is strictly prohibited and will automatically result in the termination of all licenses granted to you hereunder without further action of MDT.

MDT reserves the right to change the information, features, and functions of this Website without prior notice. We may refuse service, terminate accounts, and/or deny access to any or all parts of this Website if you engage in any conduct or activities that we determine, in our sole discretion, violate these Terms, our rights, or the rights of any third party for any reason.

As a condition of your use of this Website, you represent and warrant that you will not: (i) use this Website for any purpose that is unlawful or prohibited by these Terms; (ii) use this Website in any manner which could damage, disable, overburden, or impair this Website or interfere with any other party’s use and enjoyment of this Website; (iii) obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this Website; or (iv) use any meta tags or any other “hidden text” utilizing the “Mill District Tea” name or trademarks without the express written consent of MDT. By using this Website, you acknowledge and agree that all the following activities are strictly prohibited with respect to this Website: (a) data mining, content scraping, use of robots or crawlers, or the utilization of any other data gathering and extraction tools; and (b) reproduction, duplication, reverse engineering, sale, or other exploitation for any commercial purpose without the express written consent of MDT, which may be withheld, conditioned, or delayed in its sole and absolute discretion; all of which is strictly prohibited.

3. Copyright and Intellectual Property Ownership

All information, materials, images, software, photographs, articles, functions, text, video, and other content (collectively, the “Content”) contained on or offered through this Website, and all registered or unregistered service marks, trade names, logos, copyrights, trademarks, and other intellectual property rights in or relating to such Content (collectively, “IP”) are the sole property of MDT, its licensors or content providers, or other third parties. This Website and all of its Content and the selection and arrangement thereof is protected as a compilation owned by MDT under the copyright laws of the United States, and by its very nature, is also IP. MDT may change this Website or delete any Content or features or services at any time, in any way, for any or no reason. MDT reserves all rights not expressly granted in and to this Website and its Content.

Nothing on this Website shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Content or IP displayed or accessible through this Website without the applicable owner’s prior written permission. You may view, copy, and print Content or IP only: (1) for personal use, provided that you maintain all copyright, trademark, and other proprietary rights or notices; (2) as a personal shopping resource; (3) for communicating with MDT about a company product or service; or (4) for placing a purchase order with MDT. You may not otherwise use, reproduce, download, store, post, broadcast, transmit, modify, sell or make available to the public Content or IP without prior written approval from MDT and/or the applicable IP owner. Unauthorized use of any IP is strictly prohibited.
Without limiting the generality of the foregoing:

3.1. Copyright. The entire contents of this Website and the technology underlying the same, including, but not limited to text, graphics, images, audio files, videos, digital downloads, data compilation, or code are or will be copyrighted as a collective work under the United States and other copyright laws, and are the property of MDT and protected by copyright and other intellectual property or proprietary rights. The collective work includes all works that are licensed to MDT. All rights reserved.

3.2. Mark Guidelines. MDT counts among its most valuable assets its name, logos, marks, trademarks, and registrations, whether filed or unfiled, intended to be filed, or pending filing with the United States Patent and Trademark Office or government registration entity (collectively “USPTO”). Protection of the “Mill District Tea” name, marks, and logos is a priority for MDT. The goodwill represented by these marks may not be used in any way without written permission. You may use the MDT mark to accurately describe or refer to MDT’s Website, goods and services, provided you follow these guidelines. For example, you may use the registered marks to discuss and review this Website or other works created by MDT. You may use the “Mill District Tea” registered marks to direct your visitors to this Website homepage or other pages on this Website platform. You shall not use “Mill District Tea”, MillDistrictTea.com, or the “Mill District Tea” logos or other marks, regardless of their USPTO registration status, in a way that would mislead consumers that you or your products or services are somehow related to, endorsed by, or affiliated with MDT or its affiliates.

3.2.1. Company, Product, Service. You may not place your company name, trademarks, service marks, or product names next to (or combine them with) any marks associated with MDT.

3.2.2. Domain Names, Meta tags, Hidden Text. You may not incorporate the MDT marks, regardless of their USPTO registration status, or in any domain name, meta tag, or other hidden text in a web page without prior written authorization from MDT.

3.2.3. Internet Advertising Keywords. You may not use or incorporate the MDT marks or trademarks, regardless of their USPTO registration status, in any internet advertising keyword, Ad Word, hashtag, or other term used to trigger advertising or search engine results without prior written permission from MDT.

3.2.4. Merchandise Items. You may not manufacture, sell, re-sell, or give away merchandise items bearing any of the MDT marks or trademarks, regardless of their USPTO registration status, without first obtaining a written license from MDT.

3.2.5. Social Media Guidelines. You may not use the MDT name or marks, regardless of their USPTO registration status, as any part of your social media account name, username, page name, or as a community name without written consent by MDT.

3.2.6. Reservation of Rights. Unless otherwise agreed to in writing, MDT reserves the right to terminate any permission to copy, reproduce, or display the MDT marks and trademarks and to demand that the MDT marks cease to be used at any time, in its sole discretion, regardless of whether the marks and trademarks are registered with the USPTO.

3.2.7. Questions. For any questions regarding the proper usage of the MDT registered trademarks or logo, the proper notices, or to seek permission to use the trademarks, please contact info@milldistricttea.com.

4. Product and Service Promotion

You may see references to “Mill District Tea” posted on social media accounts or on other website platforms to promote MDT and its products and services. MDT may not have control over the content, operations, policies, or terms of such third parties that operate independently from it. MDT does not endorse, approve, or sponsor any third-party content, advertising, information, materials, products, services, or other items, and does not warrant the accuracy of such third-party information.

Any interactions, correspondence, transactions, and/or other dealings that you have with third parties found in connection with this Website, the MDT brand or logos, or its products or services are solely between you and the third party. MDT disclaims all liability in connection therewith.

5. No Medical Advice

The information accessible on this Website or associated with a product made available for purchase through this Website, whether contained on this Website, or provided at your request, is provided and intended to be used for informational purposes only. The information on this Website has not been evaluated by the Food and Drug Administration. Any health-related information included or affiliated with this Website, or any product purchased through this Website, is not intended and is not in any way to be used as medical advice or to diagnose, treat, prevent, or cure any disease or injury. You should consult a qualified medical professional before making any health decisions or taking any product. If you suspect you have a medical problem, or should you have any health care related questions, please promptly call or see your health care practitioner. Reliance upon any information obtained from this Website or associated with a product made available for purchase through this Website that is used to diagnose, treat, prevent, or cure any disease or injury is done so at your own risk and you agree to indemnify and hold harmless MDT for any subsequent loss, harm, injury, or death in connection therewith.

6. Products and Services

The products and services made available on this Website are intended for personal use only. You may not assign, transfer, re-market, resell, or otherwise dispose of, such products and services without obtaining MDT's prior written consent. MDT may cancel or modify purchases on this Website if it appears that they are the result of fraudulent or inappropriate activity or under other circumstances where it appears that the purchase contains or has resulted from a mistake or error. Prices and promotions are subject to change without notice.

7. Billing, Payment, and Purchases

Terms of payment are within MDT’s sole discretion and, unless otherwise agreed to by us, payment must be received by MDT prior to order acceptance. Payment is due at the time of purchase and will be processed when authorized during the purchase process. Your orders are not binding upon MDT until its acceptance. All sales are final and binding on you; however, we reserve the right to refuse and refund any order or part of any order placed on this Website at our sole discretion.
All purchases must be made within the United States of America or its territories (the “United States”), to be shipped within the United States, and all purchases must be paid for in United States Dollars. MDT reserves the right to automatically cancel any order not in compliance with these Terms.

8. Warranties & Disclaimers

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THESE TERMS, THIS WEBSITE AND THE PRODUCTS OFFERED ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, AND YOU ARE USING THIS WEBSITE AND ALL PRODUCTS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MDT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

MDT DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER(S) THAT MAKES THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MDT DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE, ITS CONTENT, OR OTHER INFORMATION WILL BE SECURE AND/OR COMPATIBLE WITH YOUR BROWSER OR SITE-ACCESSING PROGRAM. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL DOWNLOADED FROM OR OTHERWISE PROVIDED OR OBTAINED THROUGH THIS WEBSITE.

MDT DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. MDT RESERVES THE RIGHT TO MODIFY OR DISCONTINUE, TEMPORARILY OR PERMANENTLY, THIS WEBSITE OR ANY OF ITS FEATURES OR PORTIONS THEREOF WITHOUT PRIOR NOTICE. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS MDT FROM AND AGAINST ANY AND ALL LIABILITY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THIS WEBSITE, ANY OF ITS FEATURES, OR PORTIONS THEREOF.

SUBJECT TO APPLICABLE LAW, MDT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR MATERIALS ON THE SITE, EVEN IF MDT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification

You agree to indemnify, defend, and hold harmless MDT, and each of its officers, directors, employees, agents, licensors, affiliates, independent contractors, and suppliers from any and against all claims, losses, liabilities, expenses, fines, penalties, damages, and costs including reasonable attorneys’ fees, that arise or result from or relate to, any violation of these Terms, or any activity or conduct related to the use of this Website (including, without limitation, negligent or wrongful conduct) by you or any other person accessing this Website using your internet account or Internet Protocol address.

10. Non-Disparagement

You agree that you will not disparage, or encourage others to disparage, MDT, orally, in writing, or in any medium, in private, in the press, and/or in the media. You agree that neither you nor anyone acting on your behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, give interviews, or make public statements that reference MDT, its operations, clients, employees, products, or services without MDT’s prior written consent.

11. Privacy Policy

By accessing this Website, you consent to all actions that MDT takes with respect to your data consistent with the Terms identified in this Section 11 (“Privacy Policy”) and agree that this Privacy Policy applies only to this Website. Should you click on any link from this Website to any third-party’s website, this Privacy Policy will no longer apply and you will be subject to the terms and conditions of such third-party’s privacy policy:

11.1 Cookies. MDT may use cookies, pixels, and local storage to deliver, secure, and understand how its products and services are used. This Website uses functionality and advertising cookies, including session cookies. A cookie is small text file containing a string of characters that can be placed on your device that uniquely identifies your browser or device, monitors visitor behavior, and helps MDT to personalize and improve content, provide a better service, and improve the relevance of the advertisements that you may receive. You can control the access that MDT has to your data by managing your privacy settings through your browser. In so doing, should you set your browser not to accept cookies, some of this Website’s features may not function properly.

11.2 Accounts. Some services on this Website, including the ability to order products and post product reviews, may require you to create an account to participate and/or to secure additional features and/or benefits. You agree to provide, maintain and update true, accurate, current, and complete information about yourself as prompted by our registration processes. You are responsible for updating MDT of any change in your shipping address or other modifications to personal information, without delay. You may register only one customer account with MDT. Any attempt to register more than one account may result in the rejection of an order for MDT products or loss of account benefits without prior notice. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password, or other account information, or another person’s name, likeness, voice, image, or photograph. You also agree to promptly notify MDT at info@milldistricttea.com of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to this Website.

We may suspend or terminate your account and your ability to use this Website or portion thereof for failure to comply with these Terms or any special terms related to a particular service, for infringing copyright, or for any other reason whatsoever, in our sole discretion.

11.2.1 Email Communications. If you sign up for an MDT account through this Website, you agree, by default, to opt in to receive promotional email communications from MDT. You may opt out of receiving such promotional email communications at any time by changing your account profile settings by link in a promotional email and/or this Website.

11.3 GDPR – Data Privacy Rights. To the extent you are a “data subject” as defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”):

Data Collected: MDT collects personal identification information, including without limitation: your name, email address, phone number, and Internet Protocol address. Further personal identification information will be collected from you upon the purchase of a product from this Website including without limitation: bank account information; billing address; and shipping address.

How Is Data Collected: By visiting and using this Website, you provide MDT with the data we collect. We collect data and process data when you: (i) register for an account or place an order for our products; (ii) voluntarily complete a customer survey or provide feedback on our Website or via email; and (iii) use or view this Website via your browser’s cookies.

Why is Data Collected: MDT collects your data so that we can: (i) process your purchase orders for our products offered through this Website; (ii) manage your customer account with MDT; or (iii) email you with special offers, promotions, and discounts on products that we offer. When you process an order, this Website may send your data to a third-party contractor of MDT to assist with the payment, processing, storing, or shipping and delivering of your order. This Website may also send your data to a credit reference agency to prevent fraudulent purchases.

How We Store Data: MDT securely stores your data. Your data will be retained for as long as MDT determines is reasonably necessary in order for MDT to, among other things, comply with its obligations under applicable law, rules, and regulations. In all events, however, information used for the purchase and process of orders is not stored or kept by MDT and is encrypted.

Your Rights: MDT would like to make sure that you are fully aware of all of your data protection rights. In accordance with the terms of the GDPR, you have the right to request: (i) copies of your personal data (please note that a small processing fee may be charged); (ii) correct any information you believe is inaccurate or complete any information you believe is incomplete; (iii) the deletion of your personal information; (iv) that the processing of your data be restricted in part or in whole; (v) the transfer of your personal information by MDT to another organization or directly to you. GDPR conditions and restrictions may apply to some of these rights. MDT has thirty (30) days to respond to your privacy information request. If you wish to exercise your rights, please contact us at info@milldistricttea.com.

As an employer of under 250 individuals, MDT is not required to hire a Data Protection Officer, or keep and maintain records of processing activities under its responsibility or under any third-party data processing contractor or agent, to be compliant with the GDPR.

11.4 Amendment. This Privacy Policy notice may be modified by MDT at any time and without notice.

12. CAN-SPAM Act

In accordance with the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, 16 C.F.R. Part 316 (CAN-SPAM), MDT follows all applicable digital communication laws. As part of our services, a valid email address is required to leave a comment or review, purchase a product, interact on social media, or receive any form of electronic newsletter. You may unsubscribe from email correspondence at any time; however, by doing so, you may lose access to prior subscriptions, purchases, and account information. If your attempts to unsubscribe from our communication have been unsuccessful, please contact us via email at info@milldistricttea.com, and your account will be permanently removed from the MDT system.

13. DMCA Notice

MDT respects the rights of copyright holders and complies with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512 (“DMCA”). All content on this Website is the original work of the author(s) unless otherwise noted, cited, or quoted. If you believe that anything on this Website constitutes an infringement of your copyright, please notify us, in writing through either electronic mail or paper letter, using the contact information provided below. As required under the Act, a notice of infringement of the DMCA must include ALL of the following information:

A physical or electronic signature of the copyright holder or a person authorized to act on the behalf of the copyright interest that is alleged to have been infringed (otherwise known as an “agent” herein in this Section 13);
A description of the copyrighted work(s) claimed to have been infringed (multiple claims of copyright works at a single online site are covered by a single notification);
A description of the material that is claimed to be infringing and information reasonably sufficient to permit MDT to locate the material;
Information reasonably sufficient to permit MDT to contact you, such as a physical address, telephone number, and an email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate and, under penalty of perjury, that you are the owner or agent authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Submit this information electronically to:
info@milldistricttea.com

Or physically to:
Mill District Tea, LLC
4760 S Highland Dr
Suite 412
Salt Lake City, UT 84117

MDT will respond to any DMCA complaints in a timely manner and will remove any material from this Website found to be a copyright infringement.

14. Arbitration

Please read this section carefully—it affects rights that you may otherwise have. It provides for resolution of disputes through arbitration instead of court trials and a class action waiver provision. Arbitration is more informal than a lawsuit in court; it uses a neutral third party to mitigate disputes, instead of a judge or jury. An arbitration decision is final and binding, with a small possibility of limited review by a court. This arbitration clause shall survive termination of these Terms.

For all disputes, you must first send a written description of your claim to our Customer Service Department at info@milldistricttea.com to allow us an opportunity to resolve the dispute informally. You agree to negotiate any and all disputes in good faith at all stages of the dispute.

Notwithstanding the foregoing clause, any controversy, dispute or disagreement arising out of or relating to these Terms, the breach of these Terms, or the subject matter of these Terms, including without limitation, any related allegations of violations of state or federal law, and all disputes about the validity of this arbitration clause, that cannot in good faith be resolved informally within sixty (60) days, shall be settled exclusively by binding arbitration. Arbitration proceedings will be conducted on an individual basis and not in a class, consolidated or representative action. Such arbitration shall be conducted in Boise, Idaho, United States, in accordance with the Idaho Uniform Arbitration Act and the rules of the American Arbitration Association. A mutually-agreeable qualified arbitrator will be appointed, and where we fail to agree on the appointment of an arbitrator, the court upon application, shall appoint an arbitrator in accordance with Idaho Code § 7-903. The results of the arbitration shall be binding to the extent of the subject matter of the arbitration, not only on you, but on any other entity controlled by, in control of or under common control with you to the extent that such affiliate joins in the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You will be responsible for paying an equal share of all administrative fees and arbitrator’s fees, costs and expenses. All costs and expenses incurred for witnesses and legal representation will borne by the party incurring such costs and expenses.

15. Governing Law

These Terms are governed by and must be construed under the laws of the State of Idaho, United States of America, without regard to principles of conflicts of laws. By offering this Website and its contents, no solicitation is made by MDT to any person or entity to access and/or use this Website and its contents in jurisdictions physically located outside of the United States, or where the provision of such Website and/ or its contents is/are prohibited by law. The Convention on Contracts for the International Sale of Goods shall have no applicability. If you elect to access, browse and/or use this Website and its contents from outside of the United States, you do so on your own initiative and you are responsible for compliance with the local laws that govern this contract.

If for any reason the terms and conditions identified in Section 14 of these Terms is deemed unenforceable or void, or ambiguous by a court of competent jurisdiction, or to the extent any dispute is not of the type that may be arbitrated, you irrevocably consent to the exclusive jurisdiction of the court of the Fourth Judicial District Court of the State of Idaho situated in Ada County.

16. Termination

MDT reserves the right, notwithstanding anything herein to the contrary, with or without notice, and in its sole discretion, to terminate your limited license to use and access this Website for any reason. Any failure or delay in taking such termination action does not and will not be construed to constitute a waiver of MDT’s rights to enforce these Terms.

17. Severability

If any term or provision contained within these Terms is finally determined by a court of competent jurisdiction or arbitrator to be unlawful, void, or unenforceable, such provision shall be severable from the Terms and shall not affect the validity and enforceability of the remaining sections.