Last Updated: June 15, 2022.
SECTION 24 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE WEBSITE AND PARKWOOD'S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 24.
The following Terms and Conditions (together with the Guidelines (as defined below), the "Terms") apply to your use of and access to www.beyonce.com and its associated websites, features, content, materials, products and/or services (collectively, the "Website"), which is owned and/or operated by Parkwood Entertainment, LLC ("Parkwood","us" or "we"). These Terms represent a legally binding agreement between you, an individual user or a single entity ("you" or "User"), and Parkwood regarding your use of the Website. Together, Users and Parkwood are each referred to herein individually as a "Party" or collectively as the "Parties". If you are a User residing in the European Union(including the United Kingdom, irrespective of its European Union membership status)("EU Users"), certain parts of these Terms will not apply (as specified in the EU Terms)andthe EU Terms (as defined in paragraph 26)will apply instead in respect of those parts (the Terms and, where relevant, the EU Terms, together, the "Combined Terms").
When using the Website, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time on the Website (the "Guidelines"). All Guidelines are hereby incorporated by reference into these Combined Terms.If you use the Website on behalf of a company, organization, or other entity, then (a) "Users" includes you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Combined Terms, and that you agree to these Combined Terms on the entity's behalf, and (c) your entity is legally and financially responsible for your use of the Website as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
BEFORE USING THE WEBSITE, PLEASE READ THE FOLLOWING CAREFULLY.
BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING COMBINED TERMS AND REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE COMBINED TERMS. IF AT ANY TIME YOU DO NOT AGREE TO THESE COMBINED TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE WEBSITE.
BY USING ANY OF THE SERVICES, YOU AGREE TO THESECOMBINED TERMS.
1. Eligibility. You are prohibited from using the Website unless you are over the age of 16. If you are over the age of 16 but under 18 years of age, you are only permitted to use the Website if your parent or guardian accepts these Terms on your behalf prior to use of the Website.
3. Modification of the CombinedTerms. Parkwood reserves the right, at our discretion, to change, modify, add, or remove portions of these Combined Terms at any time for any reason, in which case we will change the "Last Updated" date set forth above. In the event of a material change, we will use reasonable efforts to notify you via the most recent e-mail address that you have provided to us in conjunction with your account. Please check these Combined Terms periodically for changes. Your continued use of the Website after the posting of changes to the Combined Terms constitutes your binding acceptance of such changes. If you do not agree with the modifications to the Combined Terms, then please do not access or use the Website. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Combined Terms.
4. Website Access and Linking.The Website is controlled and offered by Parkwood from its facilities in the United States of America. Parkwood makes no representations that the Website is appropriate or available for use in other locations. If you are accessing or using the Website from other jurisdictions, you are responsible for compliance with local law. To the extent allowed in the jurisdiction where you are located, you waive your right to assert claims or avail yourself of protections afforded you in that jurisdiction which are not available in the United States of America.
5. Ownership; Proprietary Rights.
(a) General. The Website, including the content, text, visual interfaces, interactive features, audio, video, audio-visual material, information, graphics, design, compilation, computer code, copyright, products, software, services, proprietary information, service marks, trademarks (including without limitation BEYONCÉ™, YONCÉ™, BEYHIVE™ and all related trademarks), trade names, distinctive information such as logos, the selection, sequence, "look and feel" and arrangement of items, and all other elements of the Website that are provided by Parkwood ("Parkwood Materials"), are owned and/or licensed to Parkwood, and are legally protected, without limitation, under U.S. federal and state laws and regulations, as well as applicable foreign laws, regulations and treaties. Parkwood Materials do not include Non-Parkwood Content (as defined below). Except as expressly authorized by Parkwood, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Website or the Parkwood Materials. Parkwood reserves all rights not expressly granted in these CombinedTerms. You shall not acquire any right, title, or interest to the Parkwood Materials, except for the limited rights expressly set forth in these Combined Terms.
(b) Downloadable Software.If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Website, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Website for the sole purpose of enabling you to use the Website as permitted by these Terms.Your access and use of the Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Website or other actions that Parkwood, in its sole discretion, may elect to take. We reserve the right to alter or revoke the license at any time by providing reasonable notice to you. Upon receiving notice of revocation, you must promptly destroy all copies of the software in your possession and/or residing on systems under your control. The limited rights granted to you to access and use such software comprise a limited license and do not constitute the sale of any software program. You do not own the downloaded software, and we do not transfer ownership of the software to you. We retain full ownership of and title to the downloaded software and all intellectual property rights related to such software. Other than as permitted by, or to the extent that any restriction is not permissible under, applicable law, you may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form (except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation). Software that is downloaded from the Website may be subject to export control laws. If you download software from the Website, you represent and warrant to us that you are not acting in violation of those laws.
6. User Content.
(a) General. The Website may now or in the future permit you and other Users to post or link media, text, audio and video recordings, photos, graphics, commentary or other information or content ("User Content"), and to host and/or share such User Content. User Content is not controlled by Parkwood. Parkwood makes no representations that your User Content will remain available via the Website in any way. We may remove your User Content at our sole discretion. YOU UNDERSTAND THAT ANY USER CONTENT THAT YOU POST FOR VIEWING ON THE WEBSITE IS MADE PUBLICLY AVAILABLE TO OTHER USERS OF THE WEBSITE, AND PARKWOOD DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH USER CONTENT, NOR DOES IT GUARANTEE THAT YOUR INTELLECTUAL OR PROPRIETARY RIGHTS IN SUCH USER CONTENT WILL NOT BE INFRINGED OR MISAPPROPRIATED.
(b) Grant of Rights. By submitting User Content to Parkwood, you hereby grant Parkwood and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses (including to other Users), to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with the Website and Parkwood's (and its successor's, transferees', sublicensees' and their respective affiliates') business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels or through merchandising. You grant Parkwood and its affiliates, transferees and sublicensees (and their respective affiliates) the right to use the name that you submit in connection with such User Content if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user of the Website a non-exclusive license to access your User Content through the Website, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Website and these Combined Terms. The above licenses granted by you in User Content you submit to the Website shall be perpetual and irrevocable, except that with respect to any User Content that you have removed or deleted while maintaining your Website user account, or any User Content following any deactivation or deletion of your Website user account, you may specifically notify Parkwood regarding the termination of the foregoing license from you to Parkwood, specifically identifying the item(s) of User Content to which such termination applies, in which case the foregoing license will terminate within a commercially reasonable time after you provide such notice to Parkwood. You understand and agree, however, that even following such termination, Parkwood may retain, but not display or perform, server copies of such User Content. Notwithstanding anything to the contrary herein, the above licenses granted by you in user comments you submit are perpetual and irrevocable.
(c) Your Representations and Warranties Regarding User Content. You shall be solely responsible for your own User Content and the consequences of posting such Content. In connection with User Content, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Parkwood to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by Parkwood and these Combined Terms, and to grant the rights and license set forth in this Section, (ii) your User Content is true and accurate, and (iii) Parkwood's use of such User Content pursuant to these Combined Terms, and Parkwood's exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (C) violate any applicable law or regulation.
(d) Prohibited Uses of User Content. Except as otherwise permitted by these Combined Terms, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Website : (i) any falsehoods or misrepresentations that could damage Parkwood or any third party; (iii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) advertisements or solicitations of business, products, or services; or (v) any material that would be harmful to minors in any manner.
(e) No Responsibility for User Content. With the exception of the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, User Content. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by Users with respect to such User Content.
7. Non-Parkwood Content Disclaimer. You understand that when using the Website you will be exposed to User Content, advertising and other third party content (together, the "Non-Parkwood Content") from a variety of sources, and that you may be exposed to Non-Parkwood Content that is inaccurate, offensive, indecent, or otherwise objectionable. Parkwood does not endorse any Non-Parkwood Content or any opinion, recommendation, or advice expressed therein. UNDER NO CIRCUMSTANCES WILL PARKWOOD BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH THE NON-PARKWOOD CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN ANY NON-PARKWOOD CONTENT, ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION WITH REGARD TO ANY NON-PARKWOOD CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY NON- PARKWOOD CONTENT POSTED, EMAILED OR OTHERWISE DISPLAYED OR TRANSMITTED THROUGH THE WEBSITE.
8. Non-Monitoring of Users and Non-Parkwood Content. You understand that you, and not Parkwood, are entirely responsible for all User Content that you upload, post, e-mail, transmit or otherwise make available through the Website. Parkwood does not control Non-Parkwood Content posted by Users or otherwise made available by other persons or entities and does not have any obligation to monitor such Non-Parkwood Content for any purpose. If at any time Parkwood chooses, in its sole discretion, to monitor the Non-Parkwood Content, Parkwood nonetheless assumes no responsibility for the Non-Parkwood Content, no obligation to modify or remove any inappropriate Non-Parkwood Content, no obligation to continue to monitor the Non-Parkwood Content and no responsibility for the conduct of the User or other person or entity submitting any such Non-Parkwood Content. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Non-Parkwood Content, including any reliance on the accuracy, completeness, usefulness, non-infringement or legality of such User Content or other Non-Parkwood Content.
9. Removal of Non-Parkwood Content. Parkwood and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post, or to remove or disable access to, any Non-Parkwood Content that is available on the Website in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
10. Prohibited Uses of the Website.
(a) As a condition of your use of the Website, you hereby represent and warrant that you will not use the Website for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section) by these Combined Terms.
(b) Any use by you of any of the Parkwood Materials and Website other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Website, use of the Website, access to the Website, or Non-Parkwood Content obtained through the Website, for any purpose other than for your personal use.
(c) You agree not to use the Website if you do not meet the eligibility requirements described in Section 1 above.
(d) You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the Website, or collect, or attempt to collect personal information about Users or third parties without their consent.
(e) You agree not to intentionally interfere with or damage, impair or disable the operation of the Website or any User's enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Website with the intended result of denying service to other Users.
(f) You agree not to remove, circumvent, disable, damage or otherwise interfere with any security- related features of the Website, features that prevent or restrict the use or copying of any part of the Website, or features that enforce limitations on the use of the Website.
(g) You agree not to attempt to gain unauthorized access to the Website or any part of it, other accounts, computer systems or networks connected to the Website or any part of it, through hacking, password mining or any other means or overburden, disrupt, interfere or attempt to interfere with the proper working of the Website or any activities conducted through the Website.
(h) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. You agree neither to modify the Website in any manner or form (other than contributing User Content as enabled by the Website's functionality and in accordance with these CombinedTerms), nor to use modified versions of the Website, including (without limitation) for the purpose of obtaining unauthorized access to the Website.
(i) You agree that you will not use any robot, spider, scraper, or other automated means to access, scrape, mine, extract, collect or copy information from, the Website for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
(j) You agree not to utilize framing techniques to enclose any trademark, logo, or other Parkwood Materials without our express prior written consent. You agree not to use any meta tags or any other "hidden text" utilizing Parkwood's name or trademarks without Parkwood's express prior written consent.
(k) You agree not to use any Parkwood logos, graphics, or trademarks as part of the link without our express prior written consent.
(l) You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Website. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
(m) You agree not to reverse engineer, decompile, disassemble, decode or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(n) You agree not to modify, adapt, translate, or create derivative works based upon the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(o) You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
(p) You agree not to use the Website in any way that would affect us adversely or reflect negatively on us, the Website, or the singers or celebrities featured on the Website, our goodwill, our employees or moderators, our name or reputation, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Website, or from advertising, linking or becoming a supplier to us in connection with the Website.
Unauthorized or prohibited use of the Website or the Parkwood Materials may subject you to civil liability, criminal prosecution, or both under federal, state and applicable local laws in other countries.
11. Account Information and Purchases.
(a) In order to access some features of the Website, you may have to create an account. You may cancel your account with us at any time by emailing email@example.com. We reserve the right to immediately terminate your account in our sole discretion, and without prior notice to you if you violate the Combined Terms or if we otherwise believe it is necessary to protect our interests or the interests of others.
(b) You acknowledge, consent, and agree that Parkwood may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to any claim that User Content violates the rights of third parties; (d) provide certain customized features of the Website to you, if any; (e) respond if you contact Parkwood for any reason; or (f) protect the rights, property, or personal safety of Parkwood, its other Users, and the public. Some aspects of the Website, including our online store located on the Website (the "Store") may require you to pay a fee, the details of which are available in various areas of the Website that feature the ability to purchase products, features or services. You agree to pay all fees and applicable taxes incurred by you or anyone using your account. We may revise the pricing for products, services or features offered through the Website and the Store at any time. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. If there is a dispute regarding payment of fees to, or products or services provided by, us, your account may be closed without warning or notice at our sole discretion. EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN POLICY OR CANCELLATION POLICY APPLICABLE TO THE STORE OR ANY OF OUR OTHER FEE-BASED PRODUCTS, SERVICES OR FEATURES, YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED PRODUCTS, SERVICES OR FEATURES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
(c) No Delivery to Children. In furtherance of our policy of not collecting personal information from persons under the age of 16, Users are not allowed to give Parkwood the personal information of any persons under the age of 16 for delivery or shipping purposes or any other reason.
12. Password. If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify Parkwood. YOU ARE SOLELY LIABLE FOR LOSSES INCURRED BY YOU, PARKWOOD OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
13. Dealings with Advertisers and other Users.
(a) Your correspondence or business dealings with, or participation in promotions of, advertisers and other Users found on or through the Website are solely between you and such advertiser or User.
(b) YOU AGREE THAT PARKWOOD WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS OR USERS ON THE WEBSITE.
14. Links and Third Party Websites.
(a) Linking to the Website. You agree that if you include a link from any other web site to the Website, such link may open in a new browser window and shall link to the full version of an HTML formatted page of the Website. You are not permitted to link directly to any image hosted on the Website, such as using an "in-line" linking method to cause the image hosted on the Website to be displayed on another web site. You agree not to download or use images hosted on the Website on another website, for any purpose, including, without limitation, posting such images on another web site. You agree not to link from any other web site to the Website in any manner such that the Website, or any page of the Website, is "framed," surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Website be discontinued, and to revoke your right to link to the Website from any other web site at any time.
(b) Reference Sites. Parkwood, Users and other third parties may provide links on the Website to other sites, including the content therein ("Reference Sites"). Parkwood has no control over such Reference Sites or their content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or other content linked to by the Website. Parkwood provides links to you only as a convenience, and the inclusion of any link on the Website does not imply our affiliation, endorsement, or adoption of the linked Reference Site or other content or any information therein. If you choose to correspond or engage in transactions with any other person, organization or business found on or through the Website, you acknowledge and agree that we are not a party to, and will not be responsible for, your interaction with such person, organization or business, including its treatment of your information, your User Content, and/or the terms and conditions applicable to any transaction between you and such third party. You agree that we have no responsibility or liability for any loss or damage of any kind that you may suffer as the result of any such interaction or the presence of such person, organizations or businesses on the Website. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, CONTENT, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. The Combined Terms do not govern your use of any site other than the Website. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
(c) Purchases on Third Party Websites. In addition to purchases at the Store, the Website may permit you to make purchases of products or services, including through third party websites. The terms associated with your transactions for these services and or products are subject to the terms and conditions and privacy policies of the third party websites. If you have problems or questions regarding a transaction with a third party website, please contact the third party website directly.
15. Service Availability. Parkwood may make changes to or discontinue any of the media, web communities, products, or services available within the Website at any time, and without notice. The media, products, or services on the Website may be out of date, and Parkwood makes no commitment to update these materials on the Website.
16. Feedback. You agree that any feedback, analysis, suggestions and comments to Parkwood provided by you regarding the Website (collectively, "Feedback") will become the property of Parkwood. IN CONSIDERATION OF PARKWOOD PROVIDING ACCESS TO THE WEBSITE FREE OF CHARGE OR, IN THE CASE OF FEEDBACK PROVIDED USING FEATURES OF THE WEBSITE FOR WHICH YOU MUST PAY A FEE, THEN AS FURTHER CONSIDERATION FOR YOUR ACCESS TO SUCH FEATURES, USER HEREBY ASSIGNS TO PARKWOOD ALL RIGHT, TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE FEEDBACK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER AGREES THAT PARKWOOD SHALL HAVE THE PERPETUAL, IRREVOCABLE AND WORLDWIDE RIGHT TO USE, COPY, DISPLAY, PERFORM, TRANSLATE, MODIFY, LICENSE, SUBLICENSE AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY EMBODIMENT, MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO USER. User represents and warrants that User has the right to make the foregoing assignment and to grant to Parkwood the rights granted under this Section 16 and that any Feedback which is provided by User to Parkwood does not infringe any third-party intellectual property rights. Notwithstanding the foregoing assignment, Parkwood grants to you a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.
17. User Disagreements. You are solely responsible for your involvement with other Users of the Website. Parkwood reserves the right, but has no obligation, to monitor disagreements between you and other Users. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARKWOOD DISCLAIMS ALL LIABILITY RELATED TO ANY USER DISAGREEMENT. YOU AGREE THAT PARKWOOD'S RESOLUTION OF ANY SUCH DISPUTES WILL BE FINAL AND BINDING.
18. Terms and Conditions Violations; Termination.You agree that Parkwood, in its sole discretion, may terminate any account (or any part thereof) you may have through the Website or your use of the Website, and remove and discard all or any part of your account or any User Content. You agree that your access to the Website or any account you may have or portion thereof may be terminated without prior notice, and you agree that Parkwood shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies Parkwood may have at law or in equity.
19. INDEMNIFICATION; HOLD HARMLESS.SUBJECT TO THE NEXT PARAGRAPH, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS PARKWOOD, AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY OF THEM FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY'S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE WEBSITE; (II) YOUR USER CONTENT, INCLUDING PARKWOOD'S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER CONTENT; (III) YOUR VIOLATION OF THESE TERMS; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY USER CONTENT INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANY UNAUTHORIZED USE OF YOUR ACCOUNT NOT CAUSED BY PARKWOOD. PARKWOOD RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF PARKWOOD. PARKWOOD WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
20. DISCLAIMERS; NO WARRANTIES.
(a) ACKNOWLEDGMENT. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 20, AND SECTIONS 21 AND 22 BELOW, THE TERM PARKWOOD INCLUDES PARKWOOD'S PARENT, SUBSIDIARY, AFFILIATED AND OTHER RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP) AND EACH OF THEIR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS AND SUBCONTRACTORS.
(b) NO WARRANTIES. SUBJECT ALWAYS TO SECTION 22(a), PARKWOOD DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARKWOOD OR THROUGH THE WEBSITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
(c) "AS IS" AND "AS AVAILABLE" AND "WITH ALL FAULTS." YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE, USER CONTENT, NON-PARKWOOD CONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, GOODS, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
(d) WEBSITE OPERATION AND NON-PARKWOOD CONTENT. PARKWOOD DOES NOT WARRANT THAT THE PARKWOOD MATERIALS, USER CONTENT, NON-PARKWOOD CONTENT, WEBSITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WEBSITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
(e) ACCURACY. PARKWOOD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(f) HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOUR USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF, OR OTHER ACCESS TO SUCH MATERIAL OR DATA.
21. LIMITATION OF LIABILITY AND DAMAGES.
(a) LIMITATION OF LIABILITY. SUBJECT ALWAYS TO SECTION 22(a), UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PARKWOOD OR ITS THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE, THE PARKWOOD MATERIALS AND USER CONTENT ON THE WEBSITE OR ANY REFERENCE SITES, THE WEBSITE ITSELF, OR ANY OTHER INTERACTIONS WITH PARKWOOD, EVEN IF PARKWOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) LIMITATION OF DAMAGES. SUBJECT ALWAYS TO SECTION 22(a), IN NO EVENT SHALL PARKWOOD OR ITS THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS (USD $100) OR ONE-HALF OF THE ANNUAL FEES PAID BY YOU TO PARKWOOD (IF APPLICABLE) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THAT SUCH CLAIM AROSE.
(c) THIRD PARTY PRODUCTS AND SERVICES. SOME USERS MAY USE THE WEBSITE TO MARKET PRODUCTS AND/OR SERVICES. THE ABOVE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SUCH PRODUCTS OR SERVICES MARKETED, SOLD OR PROVIDED BY USERS, OR OTHERWISE BY THIRD PARTIES OTHER THAN PARKWOOD AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE WEBSITE OR THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION ANY REFERENCE SITES.
22. LIMITATIONS BY APPLICABLE LAW; BASIS OF THE BARGAIN.
(a) LIMITATIONS BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON, OR DISCLAIMERS OF, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS, DISCLAIMERS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS, DISCLAIMERS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
(b) BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT PARKWOOD HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PARKWOOD, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PARKWOOD. YOU ACKNOWLEDGE AND AGREE THAT PARKWOOD WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
23. Digital Millennium Copyright Act Compliance.
(a) Infringement Claims. If you are a copyright owner or an agent thereof, and believe that any User Content or other Non-Parkwood Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity on the Website and that is to be removed or access to which is to be disabled, including information reasonable sufficient to allow use to located such material on the Website (such as a link or URL);
(iv) Information reasonably sufficient to permit Parkwood to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that you as the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Parkwood's designated Copyright Agent to receive notifications of claimed infringement is:
Parkwood Entertainment, LLC
1412 Broadway, New York, NY 10018
FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC INFORMATION ABOUT WHERE INFRINGING CONTENT MAY BE FOUND, WILL RESULT IN A DELAY IN THE PROCESSING OF YOUR INFRINGEMENT NOTIFICATION AND MAY RESULT IN YOUR HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS.
(b) Notice and Takedown. If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA or local laws where applicable as per para (e) below in the event a counter-notification is received, as described below.
We may, at our discretion, deny access to the Website by, or disable and/or terminate the accounts of, Users who may be infringers (including repeat infringers).
(c) Copyright Counter-Notices. If content you posted on the Website was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications, which is governed by Section 512(g) of the DMCA, is as follows:
(i) To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth above, with a written communication that sets forth the items specified below.
(ii) Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the accounts of (or access privileges by) Users who are infringers. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney.
(d) Elements of Counter-Notification. To expedite our ability to process your counter- notification, please use the following format (including section numbers):
(i) Identify the specific URLs of (or other information sufficient to allow us to identify) material that Parkwood has removed or to which Parkwood has disabled access.
(ii) Provide your full name, address, telephone number, email address and, if you are a registered User, the User name of your Parkwood account.
(iii) Provide a statement that you consent to the jurisdiction of the Southern District of New York and the Federal District Court for the judicial district in which your address is located (if your address is outside of the U.S.A.), and that you will accept service of process from the person who provided notification to our Copyright Agent in accordance with the process outlined above, or an agent of such person.
(iv) Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
(v) Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address:
Parkwood Entertainment, LLC
1412 Broadway, New York, NY 10018
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your Identifying Information set forth in the counter-notification. By submitting a counter-notification, you consent to having such Identifying Information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Website. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).
(e) Foreign Counter-Notification: If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for Users who are infringers. So, if you are not sure whether content you posted on the Website is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of New York. If you do wish to file a counter-notice, you should follow the process set forth above under the heading "Elements of Counter-Notification."
(f) Disclaimer: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.
24. ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Informal Process First. You and Parkwood agree that in the event of any dispute between you and Parkwood, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and Parkwood agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
(b) Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to the Parkwood's services and/or products, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Parkwood agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Parkwood, these Combined Terms, and this arbitration clause concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Combined Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Combined Terms, you and Parkwood are each waiving the right to trial by jury or to participate in a class action or class arbitration.
(c) Exceptions. Notwithstanding the foregoing, you and Parkwood agree that the following types of disputes will be resolved in a court of proper jurisdiction:
(i) Disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
(ii) Disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
(iii) Intellectual property Disputes.
(d) Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Parkwood will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse Parkwood for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Parkwood before the arbitrator was appointed, Parkwood will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits
(e) Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to firstname.lastname@example.org or to the U.S. mailing address listed in the "Disclosures and Contact Information" section of these Combined Terms. The notice must be sent to Parkwood within thirty (30) days of your first registering to use the Services or agreeing to these Combined Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, Parkwood also will not be bound by them.
(f) WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PARKWOOD EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY'S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING ("CLASS ACTION"). YOU AND PARKWOOD AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND PARKWOODEXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND PARKWOODAGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON'S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE.
IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
(b) Governing Law and Jurisdiction. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 24(b), or if arbitration does not apply, then the state and federal courts located in New York.
(c)Notice. Parkwood may provide you with notices, including those regarding changes to these Combined Terms, by email, regular mail, or postings on the Website. If Notice is by e-mail or mail, it will be provided to the e-mail or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after an email is sent, unless Parkwood is notified that the email address is invalid, and if through postal mail, three days after the date of mailing. You may provide Parkwood with notices only by mail to the address indicated in Section 25(m)below.
(d) Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Parkwood for which monetary damages would not be an adequate remedy and Parkwood shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
(e) Waiver. A provision of these Combined Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of either party to exercise or enforce any right or provision of these Combined Terms will not constitute a waiver of such right or provision.
(f) Severability. If any provision of these Combined Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Combined Terms and shall not affect the validity and enforceability of any remaining provisions.
(g) Assignment. The Combined Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Parkwood without restriction. Any assignment attempted to be made in violation of these Combined Terms shall be void.
(h) No Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Parkwood as a result of these Combined Terms or use of the Website. You further acknowledge that by submitting User Content or other Non-Parkwood Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Parkwood other than pursuant to these Combined Terms.
(i) Survival. Sections 5, 6, 7, 9, 11 (other than your duty to update account information), 13, and 15-25 (as well as all relevant portions of the EU Terms, where applicable) will survive any termination of these Combined Terms or your account, whether by you or by Parkwood.
(j) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these CombinedTerms, and shall not be deemed to limit or affect any of the provisions hereof.
(k) Entire Agreement. This is the entire agreement between you and Parkwood relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any Services Agreement that you may have entered into with Parkwood. These Combined Terms shall not be modified except in writing, signed by both parties, or by a change to these Combined Terms made by Parkwood as set forth in Section 3 above.
(l) California Notice. Under California Civil Code Section 1789.3, California users of the Website receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
(m) Disclosures and Contact Information. Parkwood Entertainment, LLC, located at: 1412 Broadway, New York, NY 10018. The Website and services hereunder are offered by Parkwood Entertainment, LLC, located at: 1412 Broadway, New York, NY 10018. You can also contact us at email@example.com or at (212) 302-8400.
26. Supplemental Terms – Users in the European Union.
If you are an EU User, the preamble and Sections4 (Website Access and Linking), 11(c) (Account Information and Purchases), 13(b) (Dealings with Advertisers and Other Users), 19 (Indemnification; Hold Harmless), 20 (Disclaimers; No Warranties), 21 (Limitation of Liability and Damages), and 25(b) (Governing Law and Jurisdiction)of the Terms will be replaced by the terms set out below (the "EU Terms").
(a) Warranties. We do not guarantee that the Website is or will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Website. You should use your own virus protection software.
(b) Purchases made in the EU. If you make a purchase through our shop from the EU, you have a legal right to change your mind within 14 days and receive a refund. These are your rights under the Consumer Contracts Regulations 2013. You do not have a right to change your mind in respect of: any apparel item deemed by the BeyoncÉ Store to show obvious signs of use, any item that is not in its original condition for reasons not due to an error on the part of the BeyoncÉ Store, any physical media (CDs, DVDs, vinyl, etc) that has been opened (removed from its plastic wrap), underwear or bathing suits, music or book pre-orders, any autographed, collectible items, any downloadable media bundles, anything listed as limited edition, sale or clearance items. For purchase of services, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind. For digital content for download or streaming, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind. For goods, you have 14 days after the day you (or someone you nominate) receives the goods (or the first delivery of the goods, if several deliveries). If you have changed your mind, please let us know by emailing us at firstname.lastname@example.org with your order number. If you tell us you have changed your mind after goods have been dispatched to you or you have received them, you must return them to us at your own cost. You must return the goods by posting them back to us at:
Beyoncé Store c/o Second City Prints
1020 Olympic Drive
Batavia, IL 60510
You must send off the goods within 14 days of telling us you wish to end the contract. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions, to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of goods within 5-7 days at one cost but you choose to have the goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option. Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract. If the products are goods, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
(c) As Is and As Available Basis. Subject to these EU Terms (including paragraphs (d), (e) and (f) below), you expressly agree that the Website is provided on an "as is" and "as available" basis.
(d) No Liability for Unforeseeable Loss and Damage. Parkwood is not responsible for loss or damage resulting from your use of the Website that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you acknowledge and agree to these CombinedTerms, both Parkwood and you are aware that it might occur.
(e) No Liability for Commercial Losses. The Website is provided for private, non-commercial use only. Parkwood has no liability for any loss of profit, loss of business, loss of contract, business interruption, or loss of business opportunity in connection with your use of the Website.
(f) Exclusions Prevented by Law.Nothing in these Combined Terms excludes or limitsParkwood's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability which cannot be excluded or limited by applicable law. Parkwood and you agree that Parkwood's liability in respect of claims under (c) relating to these Combined Terms or in relation to use of the Website is limited to a maximum of the sum of the amounts paid by you to Parkwood (if any) in relation to use of the Website in the 12 months preceding the date of the claim.With regard to customers in Germany only, the following shall also apply: nothing shall limit or exclude our liability for damages caused by intentional misconduct, gross negligence or culpable breach of an essential contract duty. An essential contractual duty is an obligation whose fulfillment is a prerequisite for enabling the proper performance of the contract and on whose fulfillment you may reasonably expect to be able to rely on.
(g) Disputes; Governing Law. For EU Users, these Combined Terms, and the use of the Website and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, subject only to any mandatory provisions of consumer law in the country in which you reside. You irrevocably agree that the courts of the country in which you reside shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Combined Termsor its subject matter or formation.
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