Terms of Use

These Terms and Conditions of Use (“Terms” or “Terms of Use”) govern your use of the U.S. version of the Christian Louboutin website (https://us.christianlouboutin.com/) website and any services provided by the Company (defined below) on or through this website (collectively, the “Site”). The Site is published and maintained by Christian Louboutin LLC (the “Company,” “we,” “us,” or “our”). These Terms represent a binding contract between you and the Company. If you reside outside of the United States and using a different version of the Christian Louboutin website, different terms and conditions of use may apply. 

By creating an account, making a purchase, or otherwise using the Site (except for the limited purpose of reviewing these Terms or other agreements or policies on the Site), you expressly represent that you (i) are legally competent to enter into this agreement, (ii) are above the age of majority in your jurisdiction of residence, and (iii) agree, without limitation or qualification, to these Terms. If you do not agree to be bound by the Terms, you may not use the Site.

Certain areas, features, or functionality of the Site may be subject to different or additional terms, rules, guidelines or policies (“Additional Terms”), and we may provide such Additional Terms to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such Additional Terms may conflict with these Terms. In the event of such a conflict, the Additional Terms will control. Any reference to the “Terms” in this agreement includes the Additional Terms.

IMPORTANT NOTICE: PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH, SUBJECT TO LIMITED EXCEPTIONS, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

We provide the Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

To access certain features of the Site, you must create an account. When you create an account, your username will be the same as your e-mail address associated with your account. The Company will allow you to choose a password to be used in conjunction with your username. You are not authorized to access the Site through use of any username and password other than the one under which you are registered.

You agree to:

• provide accurate, current, and complete information about you as may be prompted by any forms for the Site (“Personal Information”);

• maintain and promptly update the Personal Information and any other information you provide to the Company, to keep it accurate, current, and complete;

• maintain the confidentiality of your username and password to access the Site; and
• accept full responsibility for all consequences of all actions initiated and all conduct that occurs under your username and password.

The Site and all of its content, features and functionality, including information, text, graphics, trademarks, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof ("Company Content") are the exclusive property of the Company, our licensors, or other content suppliers. For avoidance of doubt, the Company Content includes: (i) the logos, service marks, and trademarks displayed on the Site, including the CHRISTIAN LOUBOUTIN® mark and the Red Lacquered Sole® mark and (ii) the graphic images displayed on the Site, including photographs and other visual depictions of Company products. The Company Content is protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws.

The Company hereby grants you a limited, revocable, non-sublicensable license to access, view, and utilize the functionality of the Site, and to download information from the Site and print out a hard copy, all the foregoing solely for your personal, non-commercial use and subject to these Terms. This license is available to you as long as you are not barred from the Site by applicable law and your access is not terminated by you or us. Notwithstanding the foregoing sentence, if these Terms are not enforceable where you are located, you may not use the Site.

Except as expressly provided in this section, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or otherwise use or exploit, in whole or in part, the Company Content. If you download any Company Content from the Site, you may not remove any copyright or trademark notices or other notices that accompany it. Except as set forth above, nothing contained in this Terms shall be construed as conferring by implication, estoppel or otherwise any license or right under any trade secret, patent, trademark, copyright or other intellectual property right of the Company or any third party. All rights not expressly granted by the Company are reserved. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.

The Site may contain video content, audiovisual content, or content of a like nature (collectively, “Video Content”). Video Content is provided for the purpose of enhancing the user experience on the Site and is, therefore, provided in connection with the Company’s sale of luxury consumer goods, including footwear, leather goods, accessories, textile products and beauty products. The Company is not in the business of renting, selling, or delivering Video Content in a commercial manner. By using the Sites, you agree that the Company is not a “video tape service provider” as defined in the Video Privacy Protection Act (the “VPPA”), 18 U.S.C.A. § 2710.

Further, the Site may utilize online tracking technologies and code-based tools, including social media pixels, software development kits, and cookies that track information about your activity on the Site (collectively, “Targeting Tools”). Targeting Tools may result in information about your activity on the Site being transmitted from your browser to the Company and to third parties, which, in turn, may result in the display of targeted advertisements on third-party websites. Whether Targeting Tools on the Site result in your browser’s transmission of information to third parties depends on a number of factors that may be outside of the Company’s knowledge or control, including what third-party websites you use, what information you have provided to such third parties, and whether (and the extent to which) you have limited the use of cookies by the operators of third-party websites. As such, you hereby acknowledge and agree that, if Targeting Tools on the Site result in your browser’s transmission of information to third-party websites, (i) such transmissions do not constitute a “knowing disclosure” of “personally identifiable information” by the Company under the VPPA and (ii) you will not initiate any litigation or otherwise assert any claim against the Company based, in whole or in part, on such transmissions, whether under the VPPA, the California Invasion of Privacy Act (Cal. Penal Code § 630 et seq.), or any other statute, regulation, or cause of action. 

Certain aspects of the Site may permit users to submit, post, link, share, or otherwise make available information and content (“User Content”). The Company does not claim any ownership rights in User Content. However, in exchange for the opportunity to use the Site and submit, post, link, share, or otherwise make available your User Content, you automatically grant the Company a world-wide, royalty-free, non-exclusive, perpetual, irrevocable and sublicensable license to use, modify, publicly perform, publicly display, reproduce, distribute, create derivative works of, and otherwise use and exploit your User Content for any purpose (commercial or otherwise), in any in form and through any media or channel, without any compensation to you or to any other individual.

The Company will treat any User Content as non-confidential and public. Please do not submit confidential or private information. The Company shall be free to use any ideas, concepts, know-how or techniques contained in your User Content for any purpose whatsoever, including developing, manufacturing, and marketing products incorporating such information. You also agree that any other user of this Site may access, view, store or reproduce any of your User Content in connection with that user’s use of the Site.

You agree that you shall not upload, post, transmit, distribute, or otherwise publish any User Content that:

• is fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, sexually explicit or indecent;

• constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;

• violates or infringes the rights of third parties, including copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity, or any other proprietary right;

• contains a virus, spyware, malware or other harmful component or otherwise interferes with (or is intended to interfere with) the proper functioning of the Site;

• contains embedded links, advertising, chain letters, pyramid schemes, or commercial content of any kind;

• Constitutes or contains false or misleading indications of identity, origin, endorsement, or statements of fact.

The Company does not claim any ownership rights in any audio, images, software, text, artwork, video clips and other materials (“Content”) that Users upload, transmit or post to the Site ("User Content"). However, by uploading Content to the Site, transmitting Content through using the Services, or otherwise providing Content to the Company, you grant the Company a world-wide, royalty-free, non-exclusive, perpetual, irrevocable and sublicensable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content in the course of offering the Site and/or the Services without any corresponding compensation to you or to any other individual. The Company will treat any User Content as non-confidential and public. Please do not submit confidential or private information. You also agree that any other User of this Site or the Services may access, view, store or reproduce any of your Content for such User's personal use or otherwise in connection with use of the Site and/or the Services. User Content should not be accepted or construed as professional advice or instruction.

The Site also contains content owned by or licensed to the Company ("Company Content"). The Company owns and retains all rights in the Company Content including all intellectual property rights. The Company hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Company Content (excluding any software code) solely for your personal, non-commercial use to view the Site and otherwise as necessary to use the Services. Otherwise, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit, in whole or in part, the Company Content. If you download any Company Content from the Site, you may not remove any copyright or trademark notices or other notices that accompany it. Except as set forth above, nothing contained in this Terms and Conditions of Use shall be construed as conferring by implication, estoppel or otherwise any license or right under any trade secret, patent, trademark, copyright or other intellectual property right of the Company or any third party. All licenses not expressly granted by the Company are reserved.

The Company shall have no obligation to monitor the Site and/or to remove any User Content that violates these Terms. At the same time, the Company reserves the right to reject, refuse to post, or remove any User Content if we determine that such content violates these Terms. You understand and agree that the Company has no liability whatsoever if it refuses to post or edits, restricts, or removes your User Content. If Company refuses to post or edits, restricts, or removes any User Content, this shall not result in any ongoing or future obligation by the Company to engage in such actions with respect to any other User Content.

The Company does not endorse any User Content. User Content has not been reviewed or approved by the Company, and we, therefore, make no representations or warranties as to the accuracy, reliability, completeness, or timeliness of any such content. Any views or opinions expressed in User Content belong to the users who shared the content and not to the Company. Your reliance on any User Content is done entirely at your own risk. You understand and agree that we are not responsible for, and shall have no liability related to, any User Content, including your reliance on any such content.

You warrant and agree that, while using the Site, you shall not:

• impersonate any person or entity, whether actual or fictitious, including any Company representative or misrepresent your affiliation with any other person or entity;

• insert your own or a third party's advertising, branding, or other promotional material into any of the Company Content or any User Content, or use, redistribute, republish or exploit the Company Content or otherwise use the Site for any commercial or promotional purposes;

• engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses, or other contact or personal information, or any other such means of obtaining lists of users or other information from or through the Site, including any information residing on any server or database connected to the Site;

• use robots, spiders, scripts, services, software, or any manual or automatic device, tool, or process designed to data mine or scrape the Company Content from the Site, or otherwise use, access, or collect the Company Content from the Site using automated means;

• use the Company Content for the development of any software program, including to train any machine learning or artificial intelligence (AI) system;

• obtain or attempt to obtain unauthorized access to computer systems, materials, or information through any means;

• use the Site with the intent to, or in a manner likely to, interrupt, damage, disable, overburden, or impair the Site (including by sending mass unsolicited messages or "flooding" servers with requests) or cause the Company to lose (in whole or in part) the services of our Internet service providers or other suppliers;

• use the Site in violation of these Terms or intellectual property or other proprietary or legal rights of the Company or any third party; or

• use the Site in a manner that violates any applicable law or encourage others to do the same.

• attempt (or encourage or support anyone else's attempt) to reverse engineer, decrypt, or otherwise alter or interfere with the Site or any Company Content, or make any unauthorized use thereof.

• obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site.

• engage in conduct that is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise bigoted or insensitive.

Notwithstanding the foregoing restrictions, nothing in these Terms shall prohibit or restrict your ability to (i) make any “statement” protected by Cal. Civ. Code § 1670.8; (ii) engage in a “covered communication” as defined by the Consumer Review Fairness Act, 15 U.S.C.A. § 45b; or (ii) express or publish any review, performance assessment, or other similar analysis (collectively, “Reviews”) about the Company, its employees or agents, or its products or services, to the extent that such Reviews are protected by applicable law.

There are a number of

• proprietary logos, service marks, and trademarks including, but not limited to, the CHRISTIAN LOUBOUTIN® mark and the Red Lacquered Sole® mark (“Marks”); and
• copyright-protected graphic images including, but not limited to, photographs and other visual depictions of Company products (“Images”) found on the Site. All of the Marks and Images are owned by, or licensed to, or otherwise authorized for use by the Company. By making them available on the Site, the Company is not granting you any license to utilize the Marks or Images. You acknowledge and agree that you have no rights, title, or interest in or to the Marks or the Images and that you will not adopt, use, or attempt to register any of the Marks or Images or any mark or image confusingly similar to or derived from any of the Marks or Images.

We comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that your rights of copyright have been infringed by content displayed on the Site, please contact our agent designated for responding to reports of copyright infringement (“Copyright Agent”). The Company’s Copyright Agent can be reached by mail at Copyright Agent, Christian Louboutin LLC, 306 West 38th Street, 3rd Floor, New York, NY 10018, U.S.A. and by electronic mail at [email protected]. To be effective, the notification must be a written communication that includes the following:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• a description of the copyrighted work that you claim has been infringed;

• a description of the location on the Site of the material that you claim is infringing;

• your address, telephone number, and e-mail address;

• a written 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; and

• 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.

When we receive a compliant notice of copyright infringement, we will expeditiously remove or disable access to the allegedly infringing content. We may give notice to the user responsible for the content by means of a general notice on the Site, email to the user’s address in our records, or written communication sent by first-class mail to the user’s physical address in our records. If you receive such a notice and believe that the content was removed as a result of mistake or misidentification, you may provide counter-notification in writing to the Designated Agent. To be effective, the counter-notification must be a written communication that includes the following:

• Your physical or electronic signature;

• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

• A statement from you, under penalty of perjury, that you 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; and

• Your name, physical address, telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, and where technically feasible, of users who are repeat infringers.

You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, or other proprietary materials without obtaining the prior written consent of the owner of the rights to such material. The Company may deny access to the Site or the Services any User who is alleged to infringe another party’s intellectual property rights including, but not limited to, rights of copyright and trademark. Without limiting the foregoing, if you believe that your rights of copyright have been infringed, please provide our Copyright Agent with the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of the location on the Site of the material that you claim is infringing
• your address, telephone number, and e-mail address;
• a written 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; and
• 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. The Company’s Copyright Agent for notice of claims of copyright infringement can be reached by mail at Copyright Agent, Christian Louboutin LLC, 306 West 38th Street, 3rd Floor, New York, NY 10018, U.S.A. and by electronic mail at [email protected]

We respect your privacy and have taken specific steps to protect it. Your submission of personal information through the Site is governed by our Privacy Policy, which is available here.

All purchases carried out through the Site are governed by our Terms of Sale, which are available here. The Terms of Sale are hereby incorporated into, and thus form a part of, these Terms. Unless context demands otherwise, any reference to the “Terms” in this agreement, includes the Terms of Sale.

Internet transmissions are never completely private or secure. You understand that any message or information you send to or through this Site may be read or intercepted by others. Accordingly, the Company assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with your use of the Site. Further, sending an e-mail message to the Company does not create any reciprocal obligation or responsibility of the Company to you.

The Company attempts to provide accurate descriptions and visual representations of all products displayed on the Site. However, the Company makes no representation or warranty whatsoever as to the reliability, accuracy, timeliness, usefulness, or completeness of any information or graphic images on the Site.

For example, while we strive to be as accurate as possible and eliminate errors on the Site, there may be information on the Site that contains typographical errors, inaccuracies, or omissions and they may relate to product descriptions, pricing, promotions, offers and/or availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information on the Site at any time and without prior notice (including after you have submitted an order). Unless provided otherwise in our Terms of Sale, in the event that any errors, inaccuracies, or omissions affect an order you have already placed, your sole remedy is to cancel, return, or exchange your order, in compliance with any applicable policies. Please review our Terms of Sale, which sets forth our return and exchange policies.

Further, we strive to display the colors of our products as accurately as possible, but we cannot guarantee that your device’s display of these colors will always be accurate. Differences in color and other variations in the products displayed on the Site may be possible as a result of differences in display technologies or other reasons. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations. If a product or service offered on the Site is not as described or pictured, or otherwise does not meet your expectations, your sole remedy is to return or exchange your order, in compliance with any applicable policies.

The Company attempts to provide accurate descriptions and visual representations of all products displayed on the Site. However, the Company makes no representation or warranty whatsoever as to the reliability, accuracy, timeliness, usefulness, or completeness of any information or graphic images on the Site.

For example, while we strive to be as accurate as possible and eliminate errors on the Site, there may be information on the Site that contains typographical errors, inaccuracies, or omissions and they may relate to product descriptions, pricing, promotions, offers and/or availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information on the Site at any time and without prior notice (including after you have submitted an order). Unless provided otherwise in our Terms of Sale, in the event that any errors, inaccuracies, or omissions affect an order you have already placed, your sole remedy is to cancel, return, or exchange your order, in compliance with any applicable policies. Please review our Terms of Sale, which sets forth our return and exchange policies.

Further, we strive to display the colors of our products as accurately as possible, but we cannot guarantee that your device’s display of these colors will always be accurate. Differences in color and other variations in the products displayed on the Site may be possible as a result of differences in display technologies or other reasons. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations. If a product or service offered on the Site is not as described or pictured, or otherwise does not meet your expectations, your sole remedy is to return or exchange your order, in compliance with any applicable policies.

The Company may add to, change, or remove any part of these Terms at any time. When we make changes to these Terms, we will post the updated version on the Site and update the “Effective Date” above. We may also provide notice of updates to these Terms by other means that we deem reasonable (but shall have no obligation to do so under these Terms). Regardless of any other notice provided to you (or the lack thereof), by continuing to use the Site after any changes are posted, you are expressly indicating your acceptance of and agreement to those changes.

Furthermore, the Company may add, change, discontinue, remove, or suspend the Site or any part thereof, including features and specifications of products described or depicted on the Site, temporarily or permanently, at any time, without notice and without liability.

These Terms will continue to apply to you until terminated by either you or the Company, in which event you must immediately cease use of the Site. We may terminate these Terms and/or suspend your access to the Site at any time if we believe you have breached any of these Terms, if we stop providing the Site or any material component thereof, or as we believe necessary to comply with applicable law. If you or the Company terminates these Terms, or if the Company suspends your access to the Site, you agree that Company shall have no liability or responsibility to you in connection with the same. You may terminate these Terms at any time by notifying us at [email protected] in which case you will be required to terminate your account and may not continue accessing or using the Site.

The following provisions shall survive the termination of these Terms: Sections 3, 4, 5, 6, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and  any other provisions of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE) IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, THE COMPANY DOES NOT WARRANT THAT THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM, OR OTHERWISE USE THE SITE.

WE DO NOT GUARANTEE THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT IT IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITE, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.

FURTHER, THE COMPANY DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITE. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ITS AGENTS, SERVICE PROVIDERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS, OR THEIR RESPECTIVE OFFICERS, SHAREHOLDERS, EMPLOYEES, OR DIRECTORS (THE “COMPANY PARTIES”) BE LIABLE FOR (I) ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OR (II) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT) IN ANY WAY RELATED TO OR RESULTING FROM (A) THE USE OF SITE (INCLUDING ANY PURCHASES MADE ON THE SITE), (B) THE INABILITY TO USE THE SITE, OR (C) ANY ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF THE SITE, IN ALL CASES regardless of legal theory and EVEN IF THE COMPANY OR ANY OF ITS AGENTS OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY IN CONNECTION YOUR USE OF THE SITE IN THE TWELVE MONTHS PRECEDING YOUR CLAIM.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN YOU AND THE COMPANY. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

You agree to defend (at the Company’s option), indemnify, and hold the Company harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to any breach by you of these Terms.  We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required absent our prior written consent.

You and the Company agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Site or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), even if the Dispute arose prior to the Effective Date of these Terms, both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute (a “Dispute Notice”) and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute.

All Dispute Notices must: (1) be personally signed by the party sending the Dispute Notice; (2) include that party’s name, physical address, and email address; (3) describe with specificity the nature and basis of the Dispute, and include any documentation in the party’s possession supporting its position in the Dispute; and (4) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. Each Dispute Notice is limited to a single Dispute between you and the Company. As such, your Dispute and the Disputes of other parties may not be combined into a single Notice.

Dispute Notices shall be sent to:

• To the Company: You must send notice (1) by electronic mail to [email protected] and (2) by first-class or certified mail to 1165 Broadway New York, NY 10001.

• To You: We will send notice by (1) first class or certified mail to the physical address we have on file for you (if any) and (2) by electronic mail to the email address we have on file for you (if any). If we do not have a physical or email address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by such means as we deem reasonable.

Both you and the Company agree that the foregoing dispute resolution procedure (the “Informal Resolution Procedure”) is a condition precedent that must be satisfied before initiating any arbitration or litigation against the other party. If any aspect of the Informal Resolution Procedure has not been met, the parties agree that (i) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration and (ii) unless prohibited by law, the arbitration administrator shall not accept or administer an arbitration or demand fees in connection with the Dispute.

IF ANY DISPUTE CANNOT BE RESOLVED BY THE Informal Resolution Procedure, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.

All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by these Terms), before one arbitrator to be mutually agreed upon by both parties. The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (https://www.jamsadr.com/consumer-minimum-standards/) if it is determined by JAMS or the arbitrator that these standards are applicable to the Dispute. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $10,000 or less, you may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable. For the avoidance of doubt, you and the Company agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this section or the arbitrability of any claim or counterclaim. The arbitrator may award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Notwithstanding the foregoing, in lieu of arbitration either you or the Company may (1) bring an individual claim or elect to resolve a Dispute on an individual basis in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply (so long as the action is litigated exclusively in small claims court and is not removed or appealed to a court of general jurisdiction) and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights (so long as any such claim is brought and maintained on an individual basis). In addition, nothing in these Terms prohibits you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

By consenting to the Company’s SMS program (the “Program”) during the checkout process or via other subscription tools we provide, you are agreeing to receive recurring text messages regarding marketing offers, transactional matters (including related to your orders and account), and any other matters related to the Site, even if your mobile number is registered on any state or federal do-not-call list. Message frequency varies. Consent to the Program is not a condition of purchase.

If you wish to stop from receiving text messages from the Company, reply with STOP to any text message sent from us or use the unsubscribe link provided to you within our commercial email messages. You understand and agree that alternative methods of opting out, such as using alternative words or requests, will not be considered a reasonable means of opting out. We do not charge for the Program, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and data rates may apply. For any questions, please text HELP in response to any of our messages or reach out to us at the contact information provided in these Terms.

We have the right to modify any telephone number or short code we use to operate the Program at any time. You will be notified on such occasions. You agree that any messages you send to a telephone number or short code we have changed, including any STOP or HELP requests, may not be received, and we will not be liable for honoring requests made in such messages. To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent via the Program, any errors in such information, and/or any action you may or may not take in reliance on such information or the Program.

These Terms shall be governed by and construed in accordance with the laws of the United States (including federal arbitration law) and the State of New York without reference to the conflicts of law rules of any jurisdiction. You and the Company acknowledge that these Terms evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

Furthermore, except for disputes or claims properly lodged in a small claims court in the United States, you agree and consent to exclusive personal jurisdiction and venue in the state and federal courts located in New York County, New York for any disputes or claims not subject to the arbitration provision in Section 18 of these Terms.

Entire Agreement. These Terms constitute the entire agreement between the Company and you with respect to your use of the Site.

No Waiver. The Company’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.

Modifications. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms.

Assignment. The Company may assign its rights and duties under these Terms to any party at any time without notice to you. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. 

Severability. If, for any reason, a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision or portion shall be deemed severable, and shall not affect the validity and enforceability of any remaining provision of these Terms.

Interpretation. In these Terms, the words “include,” “includes,” and “including” are used in an illustrative sense and shall not limit the generality of the language preceding such term. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to affect the meaning or interpretation of these Terms. Any limited or specific disclaimers or limitations of liability found in these Terms shall not limit the effect, force, or breadth of any other disclaimers or limitations of liability in these Terms. When these Terms refer to a decision or action that will or may be made or taken by the Company, such decision or action shall be made, taken, or refrained from in the Company’s sole discretion and judgment.

No Relationship. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and the Company.

Notice to California Residents. You may reach the Company at the contact information provided below in the “CONTACT US” section. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Admissibility. You agree that a printed version of these Terms and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms or your use of the Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

If you have any questions, comments or concerns about these Terms, please contact us here.