1. PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CONCERNING YOUR USE OF AND ACCESS TO THE WEBSITE. YOUR USE OF THE WEBSITE IS SUBJECT TO AND CONTINGENT UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE WEBSITE. BY ACCESSING, USING, ORDERING FROM, AND/OR DOWNLOADING ANY MATERIALS OR CONTENT FROM THE WEBSITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS (THESE “TERMS” OR THIS “AGREEMENT”), AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE THE WEBSITE.
3. Please read the terms below fully and carefully. This Agreement provides you, the user, with a personal, revocable, nonexclusive, nontransferable license to use this Website conditioned on your continued compliance with the terms and conditions of this Agreement. These Terms apply exclusively to your access to and use of this Website and do not alter in any way the terms and conditions of any other agreement you may have with Company for products, services or otherwise. Further, if you breach any of these Terms, your authorization to use this Website automatically terminates. If you do not agree to be bound the terms and conditions of this Agreement, do not use or access the Website.
5. You agree that if you purchase, link from, or use any part of the the Website, that we have permission to have a cookie or similar device installed on your mobile device or computer and deliver any Content, as defined below, that we, in our sole discretion, deem fit.
GENERAL USE PROVISIONS; DISCLAIMER
6. All materials provided on the Website, including but not limited to information, documents, products, logos, graphics, sounds, images, compilations, content and services (“Content”), are provided either by Company or by respective third party authors, developers or vendors (“Third Party Providers”) and are the copyrighted works of Company and/or its Third Party Providers (or is permitted/licensed to be used by Third Party Providers), unless specifically provided otherwise. Except as stated herein, none of the Content may be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of Company and/or the Third Party Provider. Also, you may not “mirror” or “archive” any Content contained on the Website on any other server without Company’s prior express written permission.
7. Materials on this Website have been prepared by us for general informational purposes only. This site is controlled and operated by Company from its offices within the United States. Company makes no representation that any of the Content on this Website is appropriate or available for use in other locations, and access to them from territories where the Content is illegal is prohibited. Those who choose to access the Website from other locations do so upon their own initiative and are responsible for compliance with applicable local laws. Further, you specifically agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
8. Except where expressly provided otherwise by Company, nothing on the Website shall be construed to confer any license or ownership right in or to the Content, under any of Company’s intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. See the LEGAL CONTACT INFORMATION section below if you have any questions about obtaining such licenses. Content provided by Third Party Providers has not been independently reviewed, tested, certified, or authenticated in whole or in part by Company. Company does not provide, sell, license, or lease any of the Content other than those specifically identified as being provided by Company.
9. Any unauthorized use of any Content contained on the Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes. It is your obligation to comply with all applicable local, state, federal and international laws, treaties, regulations and conventions in connection with your use of the Website, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which Company controls and operates the Website and the services associated therewith. You are responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your computer. Furthermore, you expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity. You agree to accept responsibility for all activities that occur under your account or password.
ACCEPTANCE OF TERMS
GENERAL PROVISIONS: WEBSITE CONTENT LIMITATIONS
11. Products, Content and Specifications All features, Content, specifications, products, services, and prices of products and services described or depicted on this Website are subject to change at any time without notice. Certain measurements and similar descriptions are approximate and are provided for convenience purposes only. We make all reasonable efforts to accurately display the attributes of our products, including the applicable colors. The actual color you see, however, will depend on your computer system and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services in this Website at a particular time does not imply or warrant that those products or services will be available at any time.
12. Billing and Payment
To the extent you purchase/order any goods and/or services from Company or its Third Party Providers, you agree to pay for all goods and services ordered from Company and/or its Third Party Providers except as set forth in a writing signed by an authorized representative of Company. You will provide Company with valid and updated credit card and contact information or approved purchase order information and with complete and accurate billing and contact information. If you provide credit card information to Company, you authorize us, or a credit card processor of our choosing, to bill such credit card. You agree that you are liable for the purchase price if you did not receive any products due to improper or outdated contact information that you supplied to Company, its credit card or payment processor, or Third Party Provider. For example, if you purchase sunglasses from us, the sunglasses will be delivered to the address you listed on your order. If you do not receive the item(s) it is your responsibility to let us know immediately. We take no responsibility for any failure on your part, and reserve all rights not to respond, in our sole discretion, or to charge you at our customary rate of $890 USD/Hour with a two hour minimum to have our counsel review your issue(s). If you initiate a chargeback due to your breach of the previous provisions, you agree to pay all chargeback and related fees. If Company, in its sole and absolute discretion, permits you to make payment using a method other than pre-paying with a credit card, Company will invoice you at, or within a reasonable period of, the time of the purchase request. All amounts invoiced hereunder shall be due within thirty (30) days of the date of the invoice, unless stated otherwise on said invoice.
13. Shipping Limitations
When an order is placed by you, the order will be shipped to the address that you designate, as long as that shipping address is compliant with the shipping restrictions contained on this Website or our Third Party Providers. All purchases from this Website and our Third Party Providers are made pursuant to each of our Third Party Providers different shipping terms, and you should read/review those shipping terms before completing any transactions with us.
14. Accuracy of Information
We attempt to ensure that information on this Website is complete, accurate and current. Despite our efforts, the information on this Website may be inaccurate, incomplete or out-of-date. We therefore make no representation or warranty as to any information on this Website being complete, accurate or current. For example, products included on the Website may be unavailable, and/or may have attributes different than those listed on the Website. In addition, we may make changes to information about price and availability without notice. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice and in our sole and absolute discretion, to limit the order quantity on any product or service, to refuse service to any customer and/or to refuse access to the Website by any visitor or customer. We also may require verification of information prior to the acceptance and/or shipment of any order.
15. You agree that you will not use the Website for any unlawful purpose. Your failure to comply with this rule may result in the immediate termination of your right to access or use the Website, without prior notice to you. Further, you will not use the Website to engage in any activity that is harmful, threatening, abusive, harassing, tortious, invasive of another’s privacy or otherwise objectionable to any third party. You agree you will not impersonate any person or entity, including, but not limited to, an employee or officer of Company, or falsely state or otherwise misrepresent your affiliation with any person or entity. You agree not to upload, email, transmit or otherwise input any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Further, you will not use the Website to collect or store personally data about other users.
16. Account Termination
We may suspend or terminate your account or your use of this Website at any time, for any reason or for no reason. You are personally liable for any orders that you place or charges that you incur prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of this Website at any time without notice.
USER-GENERATED CONTENT; SUBMISSIONS
17. Except where expressly provided otherwise by Company, all comments, feedback, material, information, ideas, designs, and data of any type submitted by any means to Company through, in association with or in regard to the Website and/or any other Company goods or services (“Submissions”) shall be treated as non-confidential and non-proprietary, and shall be considered Company’s property. Such Submissions therefore may be disseminated or used by Company for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. This does include, but is not limited to, an express worldwide, royalty free, perpetual, non-revocable license to use said Submissions in any method Company sees fit and make compilations and derivative works thereof in all media now known or hereafter devised. By providing such Submissions to Company, you agree to assign to Company, as consideration in exchange for the use of the Website, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions except as expressly enumerated in the preceding sentence. Company shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose and shall be free to deny the transfer of interest referenced herein, at its sole discretion. You acknowledge that you are responsible for the Submissions that you provide, and that you, not Company, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright.
18. All Submissions must be true, and in accordance with the rights of privacy and publicity and all federal, state and international law. You are prohibited from posting or transmitting to or from this Website any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including but not limited to any material that could give rise to any civil or criminal liability under both domestic and international law. You may not upload an image or any likeness of another without their consent (or the consent of their parent or guardian if they are under the age of 18). If you do so, Company reserves the right to cancel or suspend your account. Furthermore, Company reserves the right to cancel or suspend your account if, in our sole discretion, we believe you are using Company for improper purposes, or any purpose inconsistent with our business.
REPRESENTATIONS AND WARRANTIES
19. Each party represents and warrants that it has the power and authority to enter into this Agreement. Company warrants that it will provide the Website and all goods and services in a manner consistent with generally accepted industry standards. To the extent that you represent an entity of any type or any individual besides yourself, you represent and warrant that you have the proper authority to enter into this Agreement their behalf.
20. License from Company
You are being granted solely a revocable, limited license, in compliance with the terms of this Agreement.
21. License from Customer
22. Company does not accept Submissions from persons under the age of 14 (“Child” or “Children”). Furthermore, Company does not accept any user who is a Child. You are ineligible to use this Website if you are under the age of 14. If you are under the age of 18, you must have your parent or legal guardian set up your account and must have them agree to these Terms. If you are under the age of 18, your parent or legal guardian’s consent to these Terms is ongoing and they hereby warrant that they will review these Terms for changes, and if any occur, that they will be amenable thereto until you reach age 18, at which point you hereby give your consent to these Terms. Furthermore, to the extent any user under the age of 18 makes a Submission of copyrighted materials heretofore, their parent or legal guardian hereby grants Company all rights to utilize the copyright and image/likeness embodied therein as further enumerated in this Agreement, as though the parent or guardian made the submission themselves.
LINKS TO OTHER WEBSITES
23. The Website may contain links or have references to websites controlled by parties other than Company. We may provide such links in our sole discretion solely as a convenience, and the inclusion of any link does not imply endorsement by us of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by us. If you use these links, you will leave the Website. These sites have not necessarily been reviewed by us and may be maintained by third parties over which we exercise no control. You acknowledge and agree that Company is not responsible for the availability of these outside resources, has not reviewed all of these third party sites, does not control or endorse such sites, does not take any responsibility for the use of these third party websites, and is not responsible for any content, advertising, services, products or other material on or available from such sites or resources, or their policies, including privacy policies or lack thereof. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature.
24. You acknowledge that Company shall not be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by use of or reliance on any such content, goods or services available on or through any such sites or resources. You further acknowledge and agree that Company does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. Accordingly, Company expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, the delivery of Company products, and/or quality of products or services provided by or advertised on these third-party websites. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.
THIRD PARTY TRANSACTIONS
25. Your correspondence or business dealings with, or participation in promotions of, advertisers or other third parties found on or through the Website, including payment and delivery of goods or services, and other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website.
26. WHILE COMPANY ENDEAVORS TO PROVIDE THE MOST ACCURATE, UP-TO-DATE INFORMATION AND MATERIALS AVAILABLE, THE INFORMATION AND MATERIALS AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, WE MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION AND MATERIALS AVAILABLE ON THIS SITE AT ANY TIME, FOR ANY REASON. YOU, THE USER, EXPRESSLY CHOOSE TO ASSUME ALL RISKS ASSOCIATED WITH MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AND CONTENT AVAILABLE ON THIS SITE. COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY IN YOUR JURISDICTION, OR ACCURACY OF THE INFORMATION AND MATERIALS AVAILABLE ON THIS SITE FOR ANY PURPOSE. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY COMPANY, THE WEBSITE, INCLUDING ALL SUCH INFORMATION AND CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND ARE FOR USE AS CONTRACTED HEREIN. COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, GUARANTIES, CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY OF GOODS AND SERVICES, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
27. COMPANY AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS, WARRANTIES, GUARANTIES, OR CONDITIONS REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE, THE CONTENT, THE GOODS, SERVICES, IMAGES OR DATA CONTAINED ON AND/OR MATERIALS ASSOCIATED WITH THE WEBSITE, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE WEBSITE AND/OR THE CONTENT, GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH, NOR THE SERVICES OF ANY THIRD PARTY PROVIDERS. COMPANY DOES NOT CHECK THE ACCURACY, RELIABILITY OR SAFETY RELATED TO THE CONTENT IT DISPLAYS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE IS RECEIVED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE WEBSITE OR CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (C) THE GOODS, SERVICES, MATERIALS, OR THE SYSTEMS THAT MAKE THE SERVICES AND WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NEITHER COMPANY NOR ITS THIRD PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE WEBSITE AND SERVICES AND/OR CONTENTS ASSOCIATED THEREWITH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. YOU USE THIRD PARTY PROVIDERS AND AFFILIATED SERVICES AT YOUR PERIL AND ASSUME ALL RISKS RELATED TO USE OF SAID THIRD PARTY PROVIDERS AND SERVICES.
LIMITATION OF LIABILITY
28. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY EXCEED $15 USD. IN NO EVENT SHALL COMPANY OR ITS THIRD PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT OR FOR ANY INFORMATION, CONTENT OR SERVICES AVAILABLE ON OR THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO, THE ACCESSING OR USE OF THIS WEBSITE OR THE DELAY OR INABILITY TO USE THIS WEBSITE AND/OR THE SERVICES ASSOCIATED THEREWITH, INCLUDING BUT NOT LIMITED TO THE DOWNLOADING OF ANY MATERIALS, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THIS SITE, REGARDLESS OF CAUSE, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO CUSTOMER IN THE EVENT OF CUSTOMER’S BREACH, OR RELATED TO CUSTOMER’S INDEMNITY OBLIGATIONS. THIS PARAGRAPH SHALL NOT AFFECT THE RIGHTS LISTED BELOW IN THE SECTION TITLED “INDEMNITIES”. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
29. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
30. You agree to indemnify, defend and hold harmless (including reimbursing for attorney fees and costs incurred by) Company and its Third Party Providers against any and all claims, costs, losses, liabilities, demands, damages and expenses (including reasonable attorney’s fees and costs) finally awarded against Company and its Third Party Providers arising out of or in connection with a claim asserted by any third party due related to you, including but not limited to those claims arising from or in connection with: (a) your use of the Website; (b) any Submissions or any other materials you may upload, submit, post, or transmit through the Website; (c) your violation of these Terms, or (d) your violation of the rights of another. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.
31. Company shall have no indemnification obligation or other liability for any claim of infringement arising from (a) your use of the Website and/or the goods, services or Content associated with the Website other than in accordance with this Agreement; (b) the combination of the Website and/or the goods, services or Content associated with the Website with any other products, services, or materials; or (c) any third party products, services, or materials.
INTELLECTUAL PROPERTY RIGHTS
32. All material contained on this Website, unless otherwise indicated, is protected by law, including, but not limited to, U.S. copyright and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Company does not grant any express or implied right(s) to users of this Website. Please be aware that Company actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
32A. The Content, design and layout of this Website. All Rights Reserved. Removing or altering the copyright notice on any material on this Website is prohibited. Company also owns a copyright in the Website as a collective work and/or compilation, and in the selection, coordination and arrangement of the Website’s content.
32B. The JAMES ORO name and all other names, logos, and icons identifying the Company herein or on the Website are trademarks of Oro Eyewear LLC and/or its affiliate(s) or licensor(s), and may be registered in certain jurisdictions. Other product names, company names, marks, logos and/or symbols mentioned herein may be the trademarks of their respective owners.
33. Company may give notice by means of a general notice on the Website, electronic mail to your e-mail address on record in Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Company’s account information. You may send us a letter delivered by registered mail with return receipt to:
Attn: System Administrator
178 Castelnau, Barnes London, United Kingdom, W13 9DH
All notices shall be deemed to have been given four days after mailing or 36 hours after sending by email or posting to the Website.
Copyright and Intellectual Property Agent for Notice
34. Furthermore, Company adheres to and complies with the Digital Millennium Copyright Act (“DMCA”). The Website’s Content may contain materials posted by third parties. If you believe that any Content on this Website infringes any copyright or other intellectual property interest, please provide James Oro’s Copyright and Intellectual Property Agent a notice in writing containing the following information (a “Notice”):
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property interest that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the Website;
(d) your address, telephone number, and e-mail address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or other intellectual property right owner, its agent, or the law;
(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or other intellectual property right owner or authorized to act on the copyright or other intellectual property right owner’s behalf.
Company’s Copyright and Intellectual Property Agent for Notice of claims of copyright or other intellectual property infringement on the Website can be reached as follows:
Attn: 178 Castelnau, Barnes London, United Kingdom, W13 9DH
Please Note: The contact information immediately above is provided exclusively for notifying us of copyright or other intellectual property infringement.
GOVERNING LAW; ARBITRATION
35. This Agreement and the relationship between you and Company shall be will be governed by and construed in accordance with the laws of the State of California and controlling U.S. Federal law, without giving effect to any conflict of law principles or choice of law principles thereof. You and Company expressly agree to be subject to the personal and exclusive jurisdiction of the state and federal courts located in California. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Website shall be subject to the exclusive jurisdiction of the state and federal courts located in California and to arbitration as stated herein. At the request of Company, any controversy or claim related to this Agreement (“Claim”) may be resolved by arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the “Act”). The Act will apply even though this Agreement provides that it is governed by the laws of California. Arbitration proceedings will be determined in accordance with the Act, the rules and procedures for the arbitration of financial services disputes of JAMS/Endispute, LLC, a Delaware limited liability company or any successor thereof (“JAMS”), except that discovery in said arbitration shall be limited in scope to the specifics of liability on the Claim, and any discovery related to damages calculations or any financials shall be withheld until after liability has been decided by the arbitrator(s). In the event of any inconsistency between the JAMS rules and this paragraph, the terms of this paragraph shall control. The arbitration shall be administered by JAMS and conducted in Los Angeles, California. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars, upon the request of Company, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Agreement. This paragraph does not limit the right of Company to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. In the event of any controversy or dispute (whether or not arbitrated), arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute.
36. This Agreement constitutes the entire agreement between you and Company and governs your use of the Website. Further, this Agreement represents the parties’ entire understanding relating to the use of the Website and supersedes any prior or contemporaneous, conflicting or additional, communications. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. You may not assign any of your rights or obligations under this Agreement without the prior written approval of Company, and any purported assignment in violation of this section shall be deemed void ab initio. Company reserves the right to use Third Party Providers in the provision of the Website and/or the goods, service and/or Content associated therewith. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the parties’ intentions with respect to the invalid or unenforceable provision(s), with all other provisions of this Agreement remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Company and you as a result of these Terms or your use of the Website. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website, or to this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any section titles in this Agreement are for convenience only and have no legal or contractual effect or significance. You agree to pay all legal and investigative costs and fees regarding your use of the Website. Any and all rights not expressly granted herein are reserved by Company.
LEGAL AND MEDIA CONTACT INFORMATION
37. If you have any questions about these Terms, or if you would like to request permission to use any Content, please contact us at the address listed above.