Terms of Use

TERMS OF USE

This website is operated by Kate Spade & Company on behalf of itself and its affiliates (collectively referred to herein as "Company" or "we", "us", or "our"). Your use of this website (the "Website") is subject to the following terms and conditions of use (the "Terms"). Your use of the Website constitutes your unconditional agreement to be bound by these Terms. If you do not agree to be bound by these Terms, you may not access or otherwise use the Website. From time to time, Company reserves the right, in its sole discretion, to modify, update, add to, discontinue, remove, revise and/or otherwise change any portion of these Terms, in whole or in part, at any time. For changes to these Terms that we consider to be material, we may place a notice on the Website by revising the link on the homepage to read substantially as "Updated Terms of Use" or something similar for a reasonable amount of time. If you provide information to us or access or use the Website in any way after these Terms have been changed, you will be deemed to have read, understood and unconditionally consented to and agreed to all such changes. The most current version of these Terms will be available on the Website and will supersede all previous versions of these Terms.

These terms, our privacy policy located here, our safe harbor privacy policy located here and any other terms and policies incorporated herein by reference (collectively, the "Other Policies"), constitute the entire agreement between you and Company pertaining to the subject matter hereof and supersede all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. No waiver of any of the provisions of these Terms shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

This Website is offered and made available only to users thirteen (13) years of age or older and certain features on this Website (including, but not limited to, user registration) may be subject to other eligibility requirements. If you are not yet 13 years old and/or do not meet any other eligibility requirements, please discontinue using the Website immediately or, if for any reason, you do not agree with all of the terms and conditions contained in these Terms, please discontinue using the Website immediately, because by using or attempting to use the Website, you certify that you are at least thirteen (13) years of age or other required greater age for certain features and meet any other eligibility requirements of the Website.

The information and features included in this Website have been compiled from a variety of sources, are for informational and entertainment purposes only and are subject to change at any time without notice. By accessing or linking to this Website, you assume the risk that the information on this Website may be incomplete, inaccurate, out of date, or may not meet your needs and requirements.

MEMBERSHIP & REGISTRATION

Certain areas of the Website may require registration or may otherwise ask you to provide information to participate in certain features or to access certain content. The Website's practices governing your personal information are disclosed in our Privacy Policy. The decision to provide this information is purely voluntary and optional; however, if you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Website. When you provide information to the Website, you agree to provide only true, accurate, current and complete information.

If you register with the Website, you agree to accept responsibility for all activities that occur under your account or password, if any, and agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer so that others may not access the password protected portion of the Website using your name in whole or in part. Company may, in its sole discretion, and at any time, with or without notice, terminate your password and membership, for any reason or no reason at all.

OWNERSHIP OF CONTENT

This Website and all of the content it contains, or may in the future contain, including but not limited to articles, opinions, other text, directories, guides, photographs, illustrations, images, video and audio clips and advertising copy, as well as the trademarks, copyrights, logos, domain names, trade names, service marks, patents and any and all copyrightable material (including source and object code) and/or any other form of intellectual property (collectively, the "Material") are owned by or licensed to Company and/or other authorized third parties and are protected from unauthorized use, copying and dissemination by copyright, trademark, publicity and other laws and by international treaties. Unless expressly permitted in writing by Company in advance, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, reverse engineer, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part any of the Material. Nothing contained in these Terms or on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Material in any manner without the prior written approval of Company or such third party that may own the Material or intellectual property displayed on the Website. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the Material other than as permitted by these Terms will constitute a violation of these Terms and may constitute copyright, trademark, and/or patent infringement. You agree not to use the Material for any unlawful purposes, in any way not expressly permitted herein, and not to violate Company's rights or the rights of others. You agree not to interfere (or permit the use of your membership by a third party to interfere) with the normal processes or use of the Website by other members, including without limitation by attempting to access administrative areas of the Website. You agree to promptly report to us any violation and/or attempted violation of these Terms by others that you become aware of. You are advised that Company will aggressively enforce its rights to the fullest extent of the law. Company may add, change, discontinue, remove or suspend any of the Material at any time, without notice and without liability.

USER FORUMS

Forums, bulletin boards, chat rooms or other interactive areas that may be offered on the Website ("User Forums") are provided to give users a forum to express their opinions and share their ideas and information. The individual who posts content in the User Forums ("Community Content") is responsible for the reliability, accuracy, and truthfulness of such content, and Company has no control over the same. Additionally, Company has no control over whether any such posted material is of a nature that users will find offensive, distasteful or otherwise unacceptable and expressly disclaims any responsibility for such material.

 

Company does not and cannot review every message posted by users in the User Forums, and is not responsible for the content of these messages or the views or opinions expressed by the users of the User Forums. Information disclosed in the User Forums is by design revealed to the public. Company reserves the right, but is not obligated, to delete, move or edit content, in whole or in part, submitted by you to the Website for any reason in Company's sole discretion. In addition, Company may delete, move, edit or disclose the contents of messages when it is required to do so by law or in a good faith belief that such action is necessary to protect and defend the rights and property of Company or to protect the safety of our users or the public. In no event does Company assume any obligation to monitor the User Forums or remove any specific material.

COMMUNITY FEATURES


as a convenience to its visitors, Company provides or may provide, at its sole discretion, one or more chat areas, message boards, e-mail functions, messaging services, file communities, polls, surveys, and other services (collectively, the "community features"). community features are provided by Company to you and others subject to the terms of use, and the "community guidelines" set forth below. the user who posts content in the community features ("community content") is responsible for the reliability, accuracy and truthfulness of such community content, and Company has no control over same. additionally, Company has no control over whether any such posted material is of a nature that users will find offensive, distasteful or otherwise unacceptable and expressly disclaims any responsibility for such material.
 
please review our restrictions on use and guidelines for community features in our terms of use. in addition, please note that this privacy policy does not apply to any information you may disclose publicly in any community feature. you should keep in mind that whenever you publicly disclose information about yourself online, that information could be collected and used by people that you do not know. in addition, certain community features may display ip addresses and possibly personally identifiable information ("pii") along with the message poster's name and message. Company bears no responsibility for any action or policies of any third parties who collect any information users may disclose in community features or other public areas, if any, of this Site.
 
in consideration for your use of the Site's community features and functionality, you agree to (i) comply with the "community guide lines" set forth below. users who violate the community guidelines, may, at Company's sole discretion, be permanently banned from using the Site.
 
community guidelines:
 
entering any community feature will constitute acceptance of the community guidelines. if you do not agree to abide by the community guidelines, please do not enter any community features.
 
you are entirely responsible and liable for all activities conducted by you within the community features, including the transmission, posting, or other provision of community content to any portion of the community features. listed below are some, though not all, violations that may result in Company terminating or suspending your access to community features on a temporary or permanent basis, as determined by Company in its sole discretion ("community guidelines"). you agree not to do any of the following actions while using any of the community features:
 

  • violate these community guidelines or abuse the community purpose of the chat areas.
     
  • participate in any part of the Site if you are under the age of 18.
     
  • use profanity, obscenities, or **asterisks** or other "masking" characters to disguise profane or obscene words.
     
  • use obscene, lewd, slanderous, pornographic, abusive, violent, insulting, indecent, threatening and harassing language of any kind.
     
  • impersonate other users.
     
  • attack (flame or "cyberbully") individuals, companies or products, although you are otherwise welcome to offer your opinions or comments on the subject at hand.
     
  • post topics on message boards, on the Site or within any of the community features that are unrelated to the subject of the Site.
     
  • advertise or promote other companies or urls.
     
  • share pii with others on the Site.
     
  • include advertising in communications.
     
  • post material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Company all of the license rights granted herein.
     
  • include advanced fonts, java, tables, html, or other programming codes or commands in messages.
     
  • distribute or otherwise publish any community content containing any solicitation of funds, promotion, advertising, or solicitation for goods or services. you also hereby acknowledge that you are prohibited from soliciting other guests to join or become members of any commercial online service or other organization.
     
  • collect or harvest the information of any user or otherwise access the Site using automated means (including but not limited to harvesting bots, robots, spiders or scrapers).

information disclosed in community features is by design revealed to the public. the Site is not responsible for any information you choose to disclose to others. the Site reserves the right, but not the obligation, to remove any posts for any reason. Company does not endorse the community content in the community features and specifically disclaims any responsibility or liability to any person or entity (including, without limitation, persons who may use or rely on such material) for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any community content provided through a community feature. by posting or uploading community content to any community feature or submitting any other community content to Company, you automatically grant (or warrant that the owner of such rights has expressly granted) Company a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, sub license, create derivative works from and distribute such materials or incorporate such community content into any form, medium, or technology now known hereafter devised throughout the universe in perpetuity. in addition, you warrant that the content as uploaded or posted by you does not violate any person's so-called "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world.
 
you understand that the uploading to and/or posting of any community content in any community feature shall not be subject to any obligation of confidence on the part of Company, and Company shall not be liable for any use or disclosure of any community content. without limitation of the foregoing, Company shall exclusively own all now known or hereafter existing rights to the community content of every kind and nature, in perpetuity, throughout the universe and shall be entitled to unrestricted use of the community content in any and all media, now known or hereafter devised, throughout the universe, in perpetuity for any purpose whatsoever, commercial or otherwise, without compensation or credit to the provider, author or owner of the community content.
 
you agree to indemnify Company for any and all third party claims, damages, losses, and causes of action arising as a result of your posting or uploading any community content to any community feature or submitting any community content to Company, or your failure to comply with the community guidelines. Company does not and cannot review every message posted by users on the Site, and is not responsible for the content of these messages or the views or opinions expressed by the users of the Site. Company reserves the right to, but is not obligated to, delete, move or edit community content, in whole or in part, submitted by you to the Site and/or Company for any reason. in no event does Company assume any obligation to monitor the community features or remove any specific material.
 

RESTRICTIONS ON USE

In consideration for your use of the User Forums and functionality, you agree to comply with the "Community Guidelines" set forth above. Individuals who violate the Community Guidelines may, at Company's sole discretion, be permanently banned from using the Website.

DISCLAIMERS/LIMITATIONS ON LIABILITY

 

YOU UNDERSTAND AND AGREE THAT THIS WEBSITE AND ALL MATERIAL AND INTELLECTUAL PROPERTY CONTAINED ON IT ARE DISTRIBUTED "AS IS" "AS AVAILABLE" "WITH ALL FAULTS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER RIGHTS.

YOU AGREE THAT COMPANY AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS, PARTNERS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE "RELEASED PARTIES"), ARE NOT LIABLE TO YOU FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING, RELATING TO AND/OR RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THIS WEBSITE, THE USER FORUMS, THE MATERIAL, OR ANY ERRORS OR OMISSIONS IN ITS TECHNICAL OPERATION OR THE MATERIAL, WHETHER CAUSED IN WHOLE OR IN PART BY ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THIS WEBSITE OR ITS RELATED INFORMATION OR PROGRAMS. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL THE RELEASED PARTIES BE LIABLE TO YOU FOR ANY REASON OR ANY CAUSE OF ACTION WHATSOEVER IN AN AMOUNT GREATER THAN FIFTY U.S. DOLLARS ($50), IN THE AGGREGATE. HOWEVER, THIS LIMITATION OF LIABILITY PROVISION SHALL NOT APPLY TO THE EXTENT THAT ANY LIABILITY IS THE RESULT OF COMPANY'S OWN NEGLIGENCE, FRAUD, WILLFUL INJURY OR WILLFUL VIOLATION OF LAW.

BY ACCESSING THIS WEBSITE, YOU AGREE TO THE FOLLOWING: I UNDERSTAND THAT I MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." HOWEVER, THE FOREGOING PROVISION SHALL NOT APPLY TO NEW JERSEY CONSUMERS.

Company makes no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on this Website and/or the Material. Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by Company. Views and opinions of users of this Website do not necessarily state or reflect those of Company. Users are responsible for seeking the advice of professionals, as appropriate, regarding the information, opinions, advice or content available at this Website.

The Internet may be subject to breaches of security. Company is not responsible for any resulting damage to any user's computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction, except if caused by Company's own negligence. You should also be aware that email submissions over the Internet may not be secure, and you should consider this before e-mailing Company any information. Company makes no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of this Website. This Website may be temporarily unavailable due to maintenance or malfunction of computer equipment.

INDEMNIFICATION

BY USING THIS WEBSITE YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIMS, ALLEGED CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, LIABILITIES, AND ALL COSTS AND EXPENSES OF DEFENSE, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, ARISING OUT OF, IN CONNECTION WITH AND/OR RELATING TO: YOUR BREACH OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER; YOUR VIOLATION OF THESE TERMS OR ANY LAW; YOUR USE OF THIS WEBSITE AND/OR THE MATERIAL IN VIOLATION OF THESE TERMS; ALL OF YOUR SUBMISSIONS; INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR COMPUTER OR MEMBERSHIP ACCOUNT, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY OR OTHER RIGHT OF ANY PERSON OR DEFAMES ANY PERSON; ANY MISREPRESENTATION MADE BY YOU; AND/OR COMPANY'S USE OF YOUR INFORMATION. YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN COMPANY'S DEFENSE OF ANY CLAIM. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF COMPANY.

HOWEVER, THIS INDEMNIFICATION PROVISION SHALL NOT APPLY TO THE EXTENT THAT ANY CLAIM IS THE RESULT OF COMPANY'S OWN NEGLIGENCE, FRAUD, WILLFUL INJURY OR WILLFUL VIOLATION OF LAW.

SUBMISSIONS POLICY

Company is pleased to hear from its users and welcomes your comments regarding Company's services and products. Nevertheless, Company's long-standing company policy does not allow it to accept or consider creative ideas, suggestions, or materials other than those it has specifically requested (see below). While we value your feedback on our services and products, we request that you be specific in your comments on those services and products, and that you not submit any creative ideas, suggestions, or materials. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by Company's or its affiliates' professional staff might seem to others to be similar to their own creative work. Accordingly, we ask that you do not send us any original creative materials such as show designs, photographs, drawings, or original artwork.

If you at any time send, provide us with, or post certain specific submissions at our request (e.g., via message boards or in connection with sweepstakes, contests and/or other promotions) or if you at any time send us creative suggestions, ideas, notes, photographs, drawings, concepts, or any other information (each, a "Submission" and collectively, the "Submissions") despite our request that you not send us any unsolicited Submissions or other creative materials, the Submission will be treated as non-confidential and non-proprietary in each instance. For purposes of this Paragraph, all Community Content shall be deemed included in the definition of Submissions. None of the Submissions shall be subject to any obligation of confidence on the part of Company, and Company shall not be liable for any use or disclosure of any Submissions. Any Submission may be used by Company without restriction for any purpose whatsoever, including, without limitation, reproduction, disclosure, transmission, publication, broadcast or posting, and you hereby irrevocably waive, release and give up any claim that any use of such Submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the material or ideas. Company shall have and is irrevocably granted the right, but not the obligation, to reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, incorporate, create derivative works from, distribute and otherwise use the Submission in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, without according you any compensation or credit. By submitting a Submission to this Website or Company, you represent that such Submission is original with you and does not conflict with, violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy. All Submissions to the Website and/or Company shall be the sole property of Company and will not be acknowledged or returned.

You agree and understand that Company is not obligated to use any Submission you make to the Website or Company and you have no right to compel such use. You hereby acknowledge and agree that your relationship with Company is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to Company does not place Company in a position that is any different from the position held by members of the general public with regard to your Submission. You understand and acknowledge that Company has wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by Company's own employees. Many ideas or stories may be competitive with, similar or identical to your Submission in theme, idea, plot, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of Company's use of any such similar or identical material. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of a Company's actual or alleged exploitation or use of any material you submit to the Website and/or Company, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the production, distribution, exhibition or other exploitation of any production based on or allegedly based on the material, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

COPYRIGHT NOTICE


if you are a copyright owner and believe that any community content appearing on the Site or in any community feature has been copied in a way that infringes upon your copyrights, you may submit a notification to Company pursuant to the digital millennium copyright act ("dmca") by providing the following information in writing (see 17 u.s.c. 512(c)(3) for further detail) to the copyright agent named below:
 

  • your name, address, telephone number, and email address;
     
  • a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
     
  • the exact url or a description reasonably sufficient to permit Company to locate where the alleged infringing material is located;
     
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
     
  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
     
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

copyright agent
2 park avenue, new york, ny 10016, ATTN: Legal Dept., Kate Spade LLC, upon receipt of the written notification as outlined above, Company will use good faith, reasonable efforts to remove the material that is alleged to be infringing and forward a copy of the written notification to the alleged infringer. the alleged infringer has the right to file a counter-notification by providing the designated agent with the following information: (1) a physical or electronic signature; (2) identification of the material that has been removed the location at which the material appeared before it was removed; (3) a statement under penalty of perjury that he/she has a good faith belief that the material was removed as a result of mistake or misidentification of the material to be removed; (4) his/her name, address, and telephone number, and a statement that he/she consents to the jurisdiction of federal district court for the judicial district in which the address is located, or if his/her address is outside of the united states, for any judicial district in which the service provider may be found, and that he/she will accept service of process from the person who provided notification under subsection (c)(1)(c) or an agent of such person. by this filing, Company seeks to preserve any and all exemptions from liability that may be available under the dmca or otherwise, but does not necessarily stipulate that it is a service provider as defined in 17 usc 512c or elsewhere in the law.
 

LINKING POLICY 

If you link to this Website, we require that you follow these guidelines. You may link only to the home page, and the link must be in plain text, unless otherwise approved in writing by an authorized representative of Company.   The link to this Website must not damage, dilute or tarnish the goodwill associated with any Company names and/or intellectual property, nor may the link create the false appearance that your website and/or organization is sponsored, endorsed by, affiliated and/or associated with Company. You may not "frame" this Website or alter its intellectual property or Material in any other way. You may not link to the Website from a site that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise deemed inappropriate, as determined by Company in its sole discretion. Company reserves the right, in its sole discretion, to terminate a link with any website for any reason or no reason at all, including without limitation any website that Company deems to be inappropriate or inconsistent with or antithetical to this Website and/or these Terms.

Company is not responsible for the content or performance of any portion of the Internet including other World Wide Websites to which this Website may be linked or from which this Website may be accessed. Users are requested to inform Company of any errors or inappropriate material found on Websites to which this Website is or may be linked.

PROMOTIONS

This Website may contain sweepstakes, contests or other promotions that require you to send material or information about yourself. Please note that sweepstakes, contests or promotions offered via the Website may be, and often are, governed by a separate set of rules that, in addition to describing such sweepstakes, contest or promotion, may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the use of material you submit, and disclosures about how your personal information may be used. It is your responsibility to read such rules to determine whether or not you want to and are eligible to participate, register and/or enter.  By entering any such sweepstakes, contest or other promotion, you agree to comply with abide by such rules and the decisions of the sponsor(s) identified therein, which shall be final and binding in all respects.

LOCATION

Company operates this Website in the United States. Information contained on this Website may not be appropriate or available for use in other locations, and access to this Website from territories where the content of the Website may be illegal is prohibited. If you access this Website from other locations, you do so on your own initiative and you are solely responsible for compliance with applicable local laws.

These Terms shall be construed and enforced in accordance with the laws of the United States, State of New York, (without regard to its conflicts of law principles that would cause the application of any other jurisdiction's laws) and will specifically not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable. Any cause of action filed by you with respect to the Terms and/or your use of this Website must be filed in the New York, New York within ninety (90) days after the occurrence of the facts giving rise to the cause of action, otherwise the cause shall be forever barred.  This ninety (90) day limitation shall not apply to New Jersey consumers. You hereby consent and submit to the exclusive personal jurisdiction and venue of the courts located in New York, New York for any cause of action relating to or arising under these Terms or the Website.

VIOLATIONS AND ADDITIONAL POLICIES

Company will determine your compliance with these Terms in its sole discretion and its decision shall be final and binding. Any violation of these Terms may result in restrictions on your access to all or part of the Website and may be referred to law enforcement authorities. No waiver of any of these Terms shall be of any force or effect unless made in writing and signed by a duly authorized officer of Company.

Company reserves the right to modify or discontinue this Website, or any portion thereof without notice to you or any third party. Upon termination of your membership or access to the Website, or upon demand by Company, you must destroy all materials obtained from this Website and all related documentation and all copies and installations thereof. You are advised that Company will aggressively enforce its rights to the fullest extent of the law. Company, in its sole discretion, reserves the right to disqualify and terminate access or use of any individual found to be (i) tampering with the operation of the Website; (ii) acting in violation of these Terms; (iii) acting in an unethical or disruptive manner; or (iv) acting with intent to annoy, abuse, threaten or harass Company its representatives or any other individual in any manner related to the Website. 

If any provision of these Terms is found to be invalid, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. The section titles in these Terms are for your convenience only and do not have any legal or contractual effect.

ABILITY TO ACCEPT TERMS 

You affirm that you are 13 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

ARBITRATION 

By using this Site in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Company and/or its parent, subsidiaries, affiliates and each of their respective officers, directors and employees (all such individuals and entities collectively referred to herein as the “Company Entities”) arising out of, relating to, or connected in any way with the Site or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in the major United States city that is closest to your place of residence; (4) the arbitrator’s decision shall be controlled by the terms and conditions of this Terms of Use and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Site; (5) the arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Company Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or any Company Entity; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Company Entity exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, Company agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Company shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE JAMS RULE, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR THE COMPANY WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

CONTACT US

If you have any questions, comments or concerns about our Website or these Terms of Use, you may contact us at customerservice@jackspade.com.

The effective date of these Terms is September 7, 2016.