TERMS & CONDITIONS OF USE

Last updated April 3, 2023

PLEASE READ THE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OR ACCESSING THIS SITE. Dry Culture (“Dry Culture,” “we,” “us,” or “our”) maintains this website (the “Site”) as a service to Dry Culture’s customers, and by using the Site you are agreeing to comply with and be bound by the following terms of use (this “Agreement”). Please review the following terms and conditions carefully and check them periodically for changes. If you do not agree to the terms and conditions, you should not review information or obtain goods, services, or products from the Site.

  1. 1. Entire Agreement. This Agreement, and all Dry Culture policies referenced herein, constitute the entire and only agreement between Dry Culture and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and any other subject matter contained in this Agreement. Any terms and conditions which you include in any purchase order, confirmation of order or other document are expressly excluded. Any variation of the terms and conditions in this Agreement will only be binding on Dry Culture if agreed to in writing by you and an authorized representative of Dry Culture. This Agreement may be amended by Dry Culture at any time and for any reason without notice to you. The latest version of this Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.
  2. 2. Use of the Site. By accessing the Site and/or ordering any product, you agree to comply with all applicable laws, rules and regulations (including, but not limited to, export/import laws and laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation). We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of the Site and our products and services. In addition, without limiting the foregoing, you agree not to:
    • post or upload anything that (a) is violent, defamatory, abusive, bigoted, obscene, sexually explicit, hateful, harassing, threatening, or an invasion of a right of privacy of another person; (b) illegal or encourages illegal or criminal activities; (c) violates any right of a third party; (d) expresses or implies that Dry Culture endorses your actions or statements; (e) misleads or attempts to mislead users by indicating you are an employee, contractor, partner, agent or representative of Dry Culture; or (f) otherwise harms or can reasonably be expected to harm any person or entity;
    • attempt to, nor permit any third party to, enter restricted areas of Dry Culture’s computer systems or perform functions that you are not authorized to perform pursuant to this Agreement;
    • download, copy, reproduce, republish, upload, post, transmit, modify, distribute or publicly display any of the Proprietary IP (as defined below) contained on the Site, except in accordance with this Agreement or as expressly authorized by Dry Culture in writing;
    • violate, plagiarize or infringe on our rights or the rights of any third party, including copyright, trademark, privacy, contractual or other personal or proprietary rights;
    • attempt to access another user’s account, use another user’s credentials to create an account or create multiple accounts for the purpose of sale or transfer to others;
    • use the Site or Dry Culture’s products or services for any commercial purpose or for the benefit of any third party on in any manner not permitted by this Agreement;
    • remove any proprietary notices or labels on the Site or our products or services;
    • transmit any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, or other form of solicitation through our Site;
    • engage in any conduct which we, in our sole discretion, deem to be detrimental to our interests;
    • collect, store, or attempt to collect or store, any personal information from the Site or from other users without their express permission;
    • impersonate or misrepresent your qualifications or your affiliation with any person or entity;
    • mirror or frame any part of the Site without our express prior written consent;
    • use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, without our express prior written consent;
    • violate any applicable law or regulation; or
    • encourage or enable any other individual to do any of the foregoing.
  3. Engaging in prohibited conduct may subject you to civil liability and criminal prosecution under applicable laws and constitutes a breach of this Agreement. If you have reason to believe that another person is using the Site in a way that is harmful to you (e.g., to impersonate or imitate you, or to stalk, bully, threaten, intimidate or otherwise harass you), we urge you to contact your local authorities, or appropriate municipal, provincial, state or federal agencies. We have the right, but not the obligation, to delete any communications, content or other materials on this Site at any time without notice or liability to you.
  4. 3. Account, Passwords, and Security. Certain areas of the Site require registration or otherwise ask you to provide information to participate in certain features or access certain content. If you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Site. If the Site requires you to create an account or otherwise submit information, you must complete the specified process by providing us with current, complete, and accurate information as required by the applicable registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data, and any loss cause by your failure to do so is your responsibility. During the registration process, you will be asked to enter your name and valid e-mail address and choose a password. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify Dry Culture immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Site. Dry Culture is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge, and is not responsible for any delay in shutting down your account after you have reported a breach of security to us.
  5. 4. Verifying Your Address. Dry Culture reserves the right to contact you via email to verify the accuracy of account information (including your correct name and address) that is needed to provide you with the information you have requested from Dry Culture.
  6. 5. Minors. The Site is not intended for use by individuals under the age of majority. If you are under the legal age of majority in your jurisdiction of residence or if you are under the age of majority in the location from which you are using or accessing the Site, please exit the Site and do not attempt to purchase any products or services offered on or through the Site. Your profile may be deleted and your account may be cancelled without notice if we believe that you are under the age of majority.
  7. 6. Fraud. By creating an account, you confirm that the information provided is true and that you agree to abide by this Agreement. Please note that your account can be cancelled without notice if it is determined that false or misleading information has been provided, this Agreement has been violated, or other abuses have occurred as determined by Dry Culture in its sole discretion.
  8. 7. Copyright. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks, registered trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 9, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. By posting of information or materials on the Site, Dry Culture does not waive any right in such information and materials.
  9. 8. Product Information and Colors. We have made every effort to display as accurately as possible the colors of our products that appear on the Site. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor’s display of any color will be accurate. Most products displayed on the site are available in select foreign markets while supplies last. In some cases, merchandise displayed for sale on the site may not be available in stores. The default prices displayed on the site are in USD. Prices may be converted to your local currency when applicable.
  10. 9. Errors, Inaccuracies, and Omissions. Occasionally there may be information on our Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, delete any information or content appearing on the Site, and to change or update information or cancel orders if any information on the Site is inaccurate at any time without prior notice (including after you have submitted your order).
  11. 10. Limited Right to Use. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution). You agree not to download, display, reproduce, transmit, exhibit, make available, exploit, or otherwise use any Dry Culture content located on the Site for use in any publications, on websites other than the Site for any commercial purpose, in connection with products or services that are not those of Dry Culture in any other manner that is likely to cause confusion among consumers, that disparages or discredits Dry Culture and/or its licensors, that dilutes the strength of Dry Culture’s trademarks or other intellectual property rights, or that otherwise infringes, violates, or misappropriates Dry Culture’s intellectual property rights.
  12. 11. Privacy Policy and Use of Information. Dry Culture is subject to the Personal Information Protection and Electronic Documents Act (Canada) and applicable Canadian provincial privacy legislation. Privacy laws vary by jurisdiction. You acknowledge and agree that access to the Site and the purchase of any products or services through the Site is provided via the Internet and that your information, including personal information (as defined in the Privacy Policy), may be transferred across national borders and stored or processed in accordance with the terms and conditions of our Privacy Policy.

    Our Privacy Policy, as it may change from time to time, is a part of this Agreement. On certain areas of the Site you may be given the ability to provide us with personal information. Dry Culture reserves the right, and you authorize Dry Culture, to collect and use all information regarding use of the Site by you and all information provided by you in any manner consistent with Dry Culture’s Privacy Policy. Please read our Privacy Policy for more information about our collection, use and disclosure practices.

  13. 12. Credit Card Payments. You represent and warrant that if you are purchasing something from Dry Culture with a credit card that (i) any credit card information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any shipping fees and applicable taxes. Dry Culture does not accept reseller or sales and use tax exemption certificates for online sales. We reserve the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity of or discontinue any product; (ii) limit quantities on orders placed by the same account, on orders place by the same credit card, and on orders that use the same billing or shipping address; (iii) limit or prohibit orders that, in Dry Culture’s sole judgment, appear to be placed by dealers, resellers or distributors; (iv) impose conditions on the honoring of any promotional code, or other similar promotion; (v) bar any user from making or completing any or all transaction(s); (vi) restrict products as mandated by local, provincial, national or international regulations; and (vii) refuse to provide any user with any product. Resellers are defined as a company or an individual that purchases product with the intention of selling them rather than using them.
  14. 13. Promotions and Promotional Communications. On the Site, you may be able to participate in or sign up for surveys, sweepstakes, contests and other promotions (collectively “Promotions”). If you choose to participate in these Promotions, we may ask you for information such as your name, email address, postal address, telephone number, and birth date. We use the information you provide to us in accordance with our Privacy Policy. The Promotions may be governed by rules or terms that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules or terms.
  15. 14. Title and Loss. Title to and risk of loss of product passes to you upon delivery of the ordered items to the carrier. Delivery lead times vary. Please note all delivery dates are estimates and are not a guarantee that the product will be delivered on the specified date. Dry Culture will not be liable for any loss or expenses which you may incur as a result of any delay in the delivery of your order. You are responsible for filing any claims with carriers for damaged and/or lost shipments.
  16. 15. Links to Other Web Sites. The Site contains links to other websites. Dry Culture is not responsible for the content, accuracy or opinions express in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by Dry Culture. Inclusion of any linked website on this Site does not imply approval or endorsement of the linked website by Dry Culture. If you decide to leave the Site and access these third-party sites, you do so at your own risk. Dry Culture SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS, CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR THE RELIANCE UPON ANY INFORMATION, CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY THIRD PARTY WEBSITES OR LINKED RESOURCES.

    We generally do not pre-screen any communications, content or other materials before it is posted, uploaded, transmitted, sent or otherwise made available on this Site by users, so you may be exposed to certain communications, content or other materials that is opinionated, offensive, and/or inappropriate, including content that violates this Agreement.

  17. 15. Feedback and Reviews. We would love to hear from you and welcome any reviews, feedback, comments and suggestions you may have to improve our Site and the products and services we offer (“Feedback”). When you submit Feedback through the Site, you grant to Dry Culture and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license (under any and all intellectual property rights that you own or control) to use, reproduce, publish, exhibit, display, transmit, communicate, make available, edit, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. You further agree to irrevocably waive any “moral rights” or other similar rights that you may have under any applicable law in relation to the Feedback. You further agree that with respect to any Feedback provided by you to us, via email or otherwise, that (i) Dry Culture has no obligation concerning such Feedback; (ii) such Feedback is non-confidential; and (iv) such Feedback is truthful and does not infringe, violate, or misappropriate the legal rights of others.
  18. 17. Other User Materials. Without limiting the grant of rights or your obligations with respect to the Feedback and user submissions, you acknowledge and agree that by submitting, posting, uploading, displaying, performing, transmitting or otherwise distributing any communications, content or other materials to, on or through the Site (“User Materials”), you hereby grant to Dry Culture and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license (under any and all intellectual property rights that you own or control) to use, reproduce, publish, exhibit, display, transmit, make available, edit, copy, modify, create derivative works based upon and otherwise exploit the User Materials for any purpose. By posting User Materials on the Site, you represent and warrant that you own the rights to the User Materials or are otherwise authorized to submit, post, distribute, display, perform, transmit, make available, or otherwise communicate the User Materials and that such User Materials do not infringe, misappropriate, or otherwise violate any applicable laws or the rights of any person or entity.

    You are solely responsible for obtaining and maintaining any necessary licences, consents, waivers, clearances, or permissions from any third party whose property or information may be identified, depicted, featured, collected, recorded, processed, stored, used, disclosed, transferred, exchanged or otherwise handled as a result of, or as part of, any User Materials or any communications involving the use of the Site and agree to obtain and maintain all such licences, consents, waivers, clearances, or permissions throughout the term of this Agreement, at your sole cost and expense.

  19. 18. Protection of Intellectual Property.
    • contact information about the claimant including name, address and other particulars required to communicate with the claimant;
    • identification of the work or other subject matter to which the claimed infringement relates;
    • description of the claimant’s interest or rights with respect to the copyright in the work or other subject matter;
    • identification of electronic location of the infringing materials to which the claimed infringement relates, with sufficient detail so that Dry Culture is capable of finding and verifying its existence;
    • identification of the date and time of the commission of the claimed infringement; and
    • any other information that may be prescribed under applicable laws.
  20. The notice may not contain any of the following:
    • an offer to settle the claimed infringement or reference, including by way of hyperlink, to such an offer, request or demand;
    • a request or demand, made in relation to the claimed infringement, for payment or for personal information; or
    • any other information that may be prescribed under applicable laws.
  21. If the notice is non-compliant with the foregoing requirements, Dry Culture is not obligated to pass the notice on to the alleged infringer and to otherwise preserve that person’s identity for subsequent enforcement proceedings.
  22. If a proper bona fide infringement notice is received by the designated agent, it is Dry Culture’s policy to (i) remove or disable access to the infringing material; (ii) to notify the content provider, member or user that it has removed or disabled access to the material; and/or (iii) discipline repeat offenders in accordance with applicable laws, by removing and/or terminating the offender’s access to or use of the Site. If the notice is non-compliant with the foregoing requirements, Dry Culture is not obligated to pass the notice on to the alleged infringer and to otherwise preserve that person’s identity for subsequent enforcement proceedings.
  23. Please note that this procedure is exclusively for notifying Dry Culture that your copyrighted material has been infringed. Upon receipt of your notification, Dry Culture will remove the infringing materials from the Site and may terminate a relationship with an allegedly offending customer but does not have the ability to collect or return allegedly infringing products.
  24. 19. Order Modification/Rejection. Dry Culture reserves the right to reject or modify any order, whether or not such order has been confirmed and/or your credit card has been charged. You will be notified of any rejection or changes to your order at the email address you provided at check out. If your credit card has already been charged and any portion of your order is rejected, Dry Culture will issue a credit to your credit card account for the amount rejected.
  25. 20. Return Policy. Dry Culture’s Return Policy is a part of this Agreement. You are responsible for inspecting products promptly upon delivery.
  26. 21. Disclaimer. Dry Culture makes no representations about the reliability of the features of the Site, the Dry Culture content, or any other Site feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. The Site is controlled, operated and administered by Dry Culture from within Canada and the United States. Dry Culture makes no representation or warranty that the content available on the Site is appropriate or available for use at other locations outside of Canada. THIS SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THE SITE OR ANY INFORMATION OR SOFTWARE THEREIN.
  27. 22. Limitation of Liability UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL Dry Culture OR ITS MEMBERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SUBSIDIARIES, SUPPLIERS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING OR DISTRIBUTING YETI’S PRODUCTS AND SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YETI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO ON OR THROUGH THE SITE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR (E) ANY OTHER MATTER RELATING TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
  28. 23. SMS Service. BY SIGNING UP FOR OUR OPT-IN SMS SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AS A CONDITION TO YOUR USE OF OUR SMS SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING SMS TERMS OF SERVICES, INCLUDING THESE TERMS AND CONDITIONS OF USE AND THE Dry Culture Privacy Policy. 
  29. 24. Indemnity. You agree to defend, indemnify and hold Dry Culture and its officers, managers, employees, agents and licensors harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorneys’ fees, expert witness fees, and costs of litigation arising out of or based on (a) content you submit, post to or transmit through the Site, including any User Materials, (b) your use of the Site, (c) your connection to the Site, (d) your violation of the terms and conditions contained in this Agreement, or (e) your violation of any rights of a third party, including intellectual property rights.
  30. 25. Applicable Law. To the extent permitted by law, this Agreement shall be governed by and interpreted in all respects in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its choice of law provisions, and not by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
  31. 26. Arbitration. To the extent permitted by applicable law, you agree that any disputes directly or indirectly arising out of or relating to the Agreement or the Site (including the purchase of Dry Culture products via Dry Culture .co) shall be resolved exclusively by final and binding arbitration taking place in Toronto, Ontario under the International Centre for Dispute Resolution (“ICDR”) International Arbitration Rules, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding such Rules, however, such proceeding shall be governed by the laws of the Province of Ontario. To the extent permitted by applicable law, you acknowledge and agree that any award in any arbitration initiated hereunder shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator shall have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this section, except as may be required by statute.

    Any cause of action or claim you may have directly or indirectly arising out of or relating to the Agreement or the Site (including the purchase of Dry Culture products via Dry Culture .co) must be commenced within two (2) years after the claim or cause of action arises, except as may be permitted by applicable law.

    BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL. DO NOT USE THIS SITE IF YOU DO NOT AGREE TO THE FOREGOING ARBITRATION PROVISIONS.

  32. General. This Agreement is not assignable, transferable or sub-licensable by you except with Dry Culture’s prior written consent. We may assign, transfer or convey this Agreement to a third party without notice to you. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
    We reserve the right to seek all remedies available at law and in equity for violations of this Agreement, including without limitation the right to block access from a particular mobile device.
  33. Questions and Contact Information. If you have any questions, concerns or suggestions regarding this Agreement, the Site or Dry Culture’s products or services please contact us here.