Terms of Service

Last Updated Date: April 5, 2024

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Site (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and First Mile Group, Inc., d/b/a Alloy (“Alloy” or “we” or “us”) concerning your use of (including any access to) the Alloy site currently located at alloy.com (together with any related sites, and any information, content, materials and services available therein, and successor site(s) thereto, the “Site”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by us through the Site, or otherwise made available to you by us.

BY USING THIS SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN "ORGANIZATION"), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Site and to any such Organization.

1. Changes. We may change this Agreement from time to time without prior notice or by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Site following any changes to this Agreement will constitute your acceptance of such changes. If the modified Agreement is not acceptable to you, you must stop using the Site. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.

2. Information Submitted Through the Site. Your submission of information through the Site is governed by Alloy’s Privacy Policy, located at alloy.com/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.

3. Jurisdictional Issues. The Site is controlled or operated (or both) from the United States, and is not intended to subject Alloy to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

4. Rules of Conduct. In connection with the Site, you must not:

Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, false, deceptive or otherwise tortious; (c) obscene, indecent, vulgar, pornographic or otherwise objectionable; (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) violates, or encourages any conduct that would violate, any applicable law or regulation; or (g) promotes illegal or harmful activities.
Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
Use the Site in any manner not permitted by this Agreement, including for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
Harvest or collect information about users of the Site.
Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
Restrict or inhibit any other person from using the Site.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without Alloy’s express prior written consent.
Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Alloy or any third party to protect the Site.
Remove any copyright, trademark or other proprietary rights notice from the Site.
Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Alloy’s express prior written consent.
Use or disclose any Alloy confidential information, except as otherwise explicitly set forth herein.
Systematically download and store Site content.
Use any robot, spider, crawler, site search/retrieval application or other manual or automatic data gathering or extraction tools to access, acquire, copy, monitor, aggregate, retrieve, index, “scrape,” “data mine” or otherwise gather any Site content or any portion of the Site or the Services (as defined below) for any purpose, including to (a) directly or indirectly, develop, train, test or improve any software tool, service, machine learning algorithm or artificial intelligence system or platform, including any architecture, models or weights; or (b) reproduce or circumvent the navigational structure or presentation of the Site.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site.

5. Services. The Site may make available listings and descriptions of services made available by Alloy pursuant to separate terms and conditions (such services, together with any related software and tools, “Services”). We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings or descriptions (including any features, specifications and prices contained therein). Such information and the availability of any Services are subject to change at any time without notice. Your use of certain Services is subject to separate terms and conditions and in order to access such Services, you must agree to such terms and conditions, register an account and you may be responsible for paying certain fees. More information regarding the Services can be found at https://www.alloy.com/solutions.

6. Registration; User Names and Passwords. You may need to register to use all or part of the Site. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Alloy, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Site account.

7. Submissions. Site visitors may submit or otherwise make available certain materials (each, a “Submission”) through or in connection with the Site, including on the Site’s interactive features. Alloy has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. We do not undertake to review all Submissions, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any Submissions. If you choose to make any of your personally identifiable or other information publicly available on or through the Site, you do so at your own risk.

8. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is Alloy’s confidential information and Alloy may (but will not be required to) use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, including any intellectual property rights related thereto, for any purpose whatsoever.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

9. Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Alloy to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access under this Agreement, on any single device, solely for your internal business purposes.

10. Alloy’s Proprietary Rights. We and our suppliers own the Site, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include FIRST MILE GROUP, ALLOY and our Alloy logo. All trade names, trademarks, service marks and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

11. Third Party Materials; Links. Certain Site functionality may make available access to information, content, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Alloy with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

12. Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Site and any Products and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; (b) Alloy disclaims all warranties with respect to the Site and any Services and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title; and (c) Alloy makes no warranty regarding the accuracy, timeliness, truthfulness, completeness or reliability of any content made available via the Site. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Alloy and its affiliates and their respective directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.

13. Limitation of Liability. To the fullest extent permitted under applicable law: (a) Alloy will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Submissions (including unauthorized interception by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Alloy will not be liable for damages of any kind resulting from your use of or inability to use the Site or from any Services or Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Site or any Services or Third Party Materials is to stop using the Site; and (d) the maximum aggregate liability of Alloy for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to Alloy to use the Site or fifty u.s. dollars ($50.00). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Alloy and the Affiliated Entities, and their respective successors and assigns.

14. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Alloy and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Site (including all Submissions); and (b) any violation or alleged violation of this Agreement by you, including any breach of any representations or warranties herein.

15. Termination. This Agreement is effective until terminated. Alloy may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if Alloy believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Site will immediately cease, and Alloy may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2–8 and 10–21 shall survive any expiration or termination of this Agreement.

16. Governing Law; Arbitration. The terms of this Agreement are governed by and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.

All disputes arising out of or related to this Agreement or the Site, or any aspect of the relationship between you and Alloy, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and you agree that Alloy and you are each waiving the right to trial by a jury. You agree that any arbitration under this Agreement will not take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.
The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. The Commercial Arbitration Rules are available online at https://adr.org/sites/default/files/Commercial%20Rules.pdf. Any in-person appearances will be held in the Borough of Manhattan in New York, New York, U.S.A. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

17. Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to [email protected]. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.

18. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to Alloy a written notice by mail, e-mail or fax, requesting that Alloy remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Alloy a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Alloy’s Designated Copyright Agent as follows: By mail to Attention: Copyright Agent, First Mile Group, Inc. d/b/a Alloy, 41 East 11th Street, New York, NY 11003; or by e-mail to [email protected]. The Alloy Designated Copyright Agent’s phone number is (844) 382-5569.

19. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Site, and to monitor, evaluate or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose, subject to our Privacy Policy.

20. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

21. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Alloy. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Alloy relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Alloy relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Alloy will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at [email protected] with a description of such alteration and its location on the Site.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.