Effective Date: July __, 2023
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION, WHICH INCLUDES A CLASS ACTION, CLASS ARBITRATION, AND JURY TRIAL WAIVER. THESE PROVISIONS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY ACCEPTING THESE TERMS, YOU EXPRESSLY AGREE TO BE BOUND BY AND ABIDE BY THIS AGREEMENT, INCLUDING THE MANDATORY ARBITRATION PROVISION AND THE CLASS ACTION WAIVER PROVISION.
By visiting or using the Website, you expressly agree to these Terms, as may be updated from time to time in our sole discretion. We may make changes to these Terms at any time. Any changes we make will be effective immediately when we post a revised version of these Terms on the Website. The “Last Updated” date above will tell you when these Terms were last revised. By continuing to use the Website after that date, you agree to the changes. The Terms apply regardless of the device used to access the Website, including without limitation a personal computer, mobile device, consumer electronics device, or any other technology or software known today or developed in the future.
MANDATORY ARBITRATION FOR U.S. USERS - CLASS ACTION, CLASS ARBITRATION, AND JURY TRIAL WAIVER
PLEASE REVIEW THIS SECTION AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES THROUGH COURT ACTION OR AS A MEMBER OF A CLASS.
ARBITRATION. YOU AND WE AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US (INCLUDING DISPUTES RELATED TO THESE TERMS, YOUR USE OF THE WEBSITE, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY), WILL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. YOU AND WE EACH AGREE THAT CLASS OR REPRESENTATIVE ARBITRATIONS, AS WELL AS CLASS OR REPRESENTATIVE ACTIONS, ARE NOT PERMITTED UNDER ANY CIRCUMSTANCES, AND THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS.
You and We each agree that you and We are further waiving our respective rights to sue or go to court to assert or defend our rights under these Terms. You and We each agree that the Federal Arbitration Act and federal arbitration governs the interpretation and enforcement of this provision. For all disputes, whether pursued in small claims court or arbitration, you must first give us an opportunity to resolve your claim by sending a written description of your claim to:
Chippendales USA, LLC
Attn: Legal Counsel
200 South Service Road, Suite 211
Roslyn Heights, NY 11577
We each agree to negotiate your claim in good faith. If we are unable to resolve the claim within 60 days after we receive your written description, you may pursue your claim in arbitration. We each agree that if you fail to timely pay amounts due, we may assign your account for collection, and the collection agency may pursue, in small claims court, claims limited strictly to the collection of the past due amounts and any interest or cost of collection permitted by law or these Terms.
Either you or We may start arbitration proceedings. You must send a letter requesting arbitration and describing your claim to us at the address listed above. The dispute will be arbitrated by a neutral arbitrator mutually agreeable to both of us. If we cannot agree on the selection of an arbitrator within 30 days of the date that the request for arbitration was received by us, the dispute will be arbitrated by JAMS arbitration services. The arbitrator will use the JAMS Comprehensive Arbitration Rules and Procedures, subject to the JAMS Consumer Arbitration Minimum Standards (collectively, the “JAMS Rules”), unless any such rules are inapplicable to the dispute by their terms or by governing law, or unless we agree to use a different set of rules. Payment of the parties' costs and fees owed to JAMS and the arbitrator will be determined by the JAMS Rules and fee schedule, where applicable, and in such case will be subject to any limitations on the costs and fees owed to you as provided in the JAMS Rules. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-JAMS.
An arbitrator may award (on an individual basis) any relief that would be available in a court, including injunctive or declaratory relief and attorneys' fees.
Severability. If a court or arbitrator determines in an action between you and us that any of the provisions or prohibitions contained above is unenforceable, then all of the preceding language in this Mandatory Arbitration for U.S. Users section will be null and void.
This Mandatory Arbitration for U.S. Users will survive the termination or cessation of your relationship with Us and/or use of the Website.
Access to and use of the Website is available only to individuals who are at least 18 years old or the age of majority in the jurisdiction where you live, whichever is older, and can form legally binding contracts under applicable law. By accessing or using the Website, you represent and warrant that you are eligible and agree that you will abide at all times by these Terms and any other agreements between you and Us regarding your use of the Website. If you do not meet the eligibility requirements in this paragraph, then you are not permitted to use the Website and you agree that you will not use the Website. For the sake of clarity, the Website is not targeted at children under the age of 13, and they are not permitted to use the Website under any circumstances. We strongly encourage all parents and guardians to monitor the Internet use by their children.
We may, in our sole discretion, refuse to offer the Website to any person or entity for any reason. We may also change this eligibility criteria at any time, in our sole discretion. You are solely responsible for ensuring that your use of the Website is in compliance with all laws, rules and regulations applicable to you. The Website is offered only for your personal use, and not for the use or benefit of any third party.
For purposes of these Terms, the term "Content" includes, without limitation, any information, data, text, photographs and other images, videos, audio clips, comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Website. For the purposes of these Terms, "Content" also includes all User Content (as defined below).
User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Website (including to any social media accounts operated by Us) by users (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent to us that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting from your actions. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate or available.
Intellectual Property Rights. The Website may contain Content specifically provided by Us, Our partners or Our users, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You shall abide by all copyright or other legal notices, information, and restrictions contained in any Content accessed through the Website ("Protected Content"). The trademarks, logos, trade names, trade dress, and service marks, whether registered or unregistered (collectively the "Trademarks") displayed on the Website are Trademarks of Chippendales and its third party partners. The term Trademarks shall include, without limitation, the following: (i) the registered trademarks of Chippendales, including without limitation CHIPPENDALES®, THE ULTIMATE GIRL'S NIGHT OUT!®, LADY CHIPPENDALES® and the Cuffs & Collar trade dress; and (ii) all common-law trademarks and designations appearing on the Website, including but not limited to “TO BRING YOU CLOSER TO THE THINGS YOU DESIRE THE MOST”, “FLIRTY FUN”, “WHERE FANS BRING FAN-TASY TO LIFE!”, and “10,000 MEGABYTES OF MEN” are the subject of pending trademark applications and/or are common-law trademarks. Both the registered and common-law trademarks are the property of Chippendales. The Trademarks, trade name, and trade dress may not be used in connection with any non-Chippendales product or service, in any manner likely to cause confusion for customers, or to blur or tarnish the distinctiveness of our trademarks, or in any manner that disparages Chippendales. Please see our Trademark Policies for more information.
Nothing contained on the Website shall be construed as granting, by implication or otherwise, any license or right to use any Protected Content or Trademarks displayed on the Website without the written permission of Chippendales or such third party that may own the Protected Content or Trademarks. Any unauthorized commercial use of the Content or Trademarks will violate the intellectual property rights of Chippendales and/or third parties associated with Us and will be subject to Our and/or those third party's full legal rights and remedies.
Use License. Use, reproduction, modification, distribution or storage of any Content for any purpose other than your use of the Website is expressly prohibited without prior written permission from Us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
License Grant. By submitting User Content through the Website, you grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable, license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Website and our (and our successors' and assigns') businesses, 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 (including, without limitation, third party websites and feeds), including after your termination of your access to the Website. For the sake of clarity, the foregoing license grant includes our right to distribute, display, perform and otherwise use the User Content in connection with material provided by our advertisers and other business partners, and you shall not be entitled to any remuneration for such use. To the extent any User Content you submit includes any biographical information, including your name, likeness, voice, or photograph, you acknowledge and agree that this license shall apply to the same. You also grant each user of the Website a non-exclusive, perpetual license to access your User Content through the Website, including after your termination of your access to the Website. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Except where prohibited by applicable law, by submitting User Content through the Website, you are waiving and agreeing not to assert any trademarks, copyrights, rights of publicity, or “moral” rights or claims resulting from our alteration of the User Content or any photograph(s), footage, illustrations, statements or other work contained in the User Content. You are also agreeing to appoint Chippendales as your irrevocable attorney-in-fact with respect to the User Content, with the right to execute and deliver any documents, in your name and on your behalf, to ensure that We can use the User Content that you are licensing in any way We see fit to own and protect the rights in any derivative works created from your User Content, and to have the User Content removed from any other website or forum.
Unless prohibited by applicable law, upon request from Chippendales, you agree to execute and deliver any such additional documents that We deem reasonably necessary to establish our ability to use the User Content as we see fit and that “Moral Rights of Authors” are waived under these Terms. Should We fail to request any licenses or other documents, that shall not be deemed a waiver of Our rights and We may request any such documents at a later time. Unless otherwise agreed upon in writing by you and Us, you may not use any third-party platforms, other than your own website or your own social media pages, to link to or distribute the Content.
Availability of Content. We do not guarantee that any Content will be made available on the Website. We reserve the right to, but do not have any obligation to, (i) monitor, remove, edit, modify or otherwise manipulate any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated this User Agreement), or for no reason at all and (ii) to remove or block any Content from the Website.
RULES OF CONDUCT
As a condition of use, you promise not to use the Website for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Website. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
impersonates any person or entity, including any of our employees or representatives;
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Website (or other accounts, computer systems or networks connected to the Website); (iv) run any form of auto-responder or "spam" on the Website; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website; (vi) harvest or scrape any Content from the Website; or (vii) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Website; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You must abide by all applicable local, state, national and international laws and regulations.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.
Third Party Services. The Website may permit you to link to other websites, services or resources on the Internet, including but not limited to our sponsors, Facebook, and Google, and other websites, services or resources may contain links to the Website. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. If you believe that any linked content on other websites, services or resources violates applicable law or may be inappropriate, please notify us. We will review the linked content and may, in our sole discretion, remove the link from the Website. The inclusion of any such link does not imply any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Additional Terms May Apply. Depending on the Content or features included in the Services, additional terms may apply (“Additional Terms”). Additional Terms may also apply for promotions, sweepstakes, contest, giveaways, or similar programs. If these Terms are inconsistent with any Additional Terms, the Additional Terms will control.
Our Communications to You. We may communicate with you electronically, including by posting notices on the Website or by responding to your emails. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Feedback and Unsolicited Material. Any feedback, comments, or suggestions you may provide regarding the Website is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any compensation or obligation to you.
Termination. We may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with use of the Website. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
CLAIMS OF COPYRIGHT INFRINGEMENT ON THE SITE
Under the Digital Millennium Copyright Act of 1998 (the “DMCA”) if you believe in good faith that any content on the Website infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent's) physical or electronic signature; (b) identification of the copyrighted work on our Website that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Website; (d) your name, address, telephone number and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. You may read more information about the DMCA at http://www.loc.gov/copyright.
Notices and counter-notices should be sent to:
Chippendales USA, LLC Attn: Legal Counsel 200 South Service Road, Suite 211 Roslyn Heights, NY 11577
There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice. It is our policy to terminate, in appropriate circumstances, the access rights to the Website of repeat infringers.
CHIPPENDALES BOUTIQUE AND ORDERING ONLINE
The Chippendales Boutique. The Website offers you the opportunity to buy official CHIPPENDALES® brand merchandise, often at discounted prices. Orders placed at the online Chippendales Boutique are paid either through your major credit card (Visa, Mastercard, American Express, Discovery) or your PayPal account.
Terms And Conditions. In addition to the provisions contained in these Terms, the following terms apply specifically to the Chippendales Boutique. By placing an order with the Chippendales Boutique you certify that you are able to pay for the item(s) in your order and you agree to be bound by the conditions of sale included in the item's description (including, without limitation, payment method and acceptable ship-to address). The items on the Chippendales Boutique are mature audience items and are restricted to adult purchase and use. If you place an order for an item on the Chippendales Boutique, you are certifying that you are the applicable age of majority in the jurisdiction in which you reside and have the legal right to purchase such items. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Chippendales Boutique and your purchase of items. You are responsible for the accuracy of any purchase placed.
We may reject your order at our discretion and reserve the right to cancel any order or refuse service to anyone at any time. If we cancel your order after we have charged you for your order, we will refund your credit card the amount charged as soon as practical.
Due to some country, state and county laws, we may not be able to ship certain merchandise to your address. We reserve the right to add and/or remove items on the Chippendales Boutique, for any reason, at any time. We reserve the right to limit quantities of items sold. No contract will exist between you and Chippendales for products until Chippendales accepts your order by a confirmatory e-mail or other appropriate means of communication. All prices are stated in U.S. dollars and are valid unless mistakenly posted or until altered by Chippendales. Prices do not include delivery charges or any import or export duties that may be added by the applicable jurisdiction. Shipping charges will be added to your order during the check-out process. Any dates specified for delivery of any products are only an estimate.
In addition to the shipping and handling charges we add at the time of checkout, you are solely responsible for any and all duties, taxes, tariffs and/or levies, which may be incurred in connection with the shipment of your ordered item(s), regardless of when such additional charges are assessed.
We use our best efforts to ensure that the correct price is posted for each item in the Chippendales Boutique. If, however, an item's correct price is lower than our stated price, we will charge the lower amount and ship you the item. If an item's correct price is higher than our stated price, we will, at our sole discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.
Products available from the Chippendales Boutique may be advertised on third party shopping websites. Chippendales is not responsible for any information on such shopping websites, or for any differences which may exist between information found on such third-party sites and information on the Chippendales Boutique, including, but not limited to pricing information. In the event that a difference exists in the applicable information, information found on the Chippendales Boutique shall govern.
All purchases from the Chippendales Boutique are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery of the items to the carrier.
Chippendales attempts to describe all of the products on the Chippendales Boutique as accurately as possible. However, Chippendales does not warrant that product descriptions or other content of this Website is accurate, complete, reliable, current or error-free. If a product offered on the Chippendales Boutique is not as described, your sole remedy is to return it in unused condition.
Return Policy. All purchases from the Chippendales Boutique are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery of the items to the carrier. You may return certain items in their new, unopened and unused state within thirty (30) days of delivery of a shipment for a full refund. Where applicable, clothes must still have the original tags attached, and items such as CD's, DVD's, magazines, VHS tapes, cassette tapes and software must be unopened. Attempts to stop payment on non-returnable items will be vigorously opposed by Chippendales to the fullest extent of the law. In the event that any such action results in a judgment in our favor, we retain the right to recover, and you will be responsible for paying our reasonable attorneys' fees.
Purchasing Tickets To A Chippendales Show. You may buy select tickets for a Chippendales performance online by following the appropriate links from “The Show” section. Any of these ticket offerings on the Website link to websites that are outside the ownership and control of Chippendales. Chippendales is therefore not responsible for any errors, excess charges or other issues that may occur from time to time with respect to any tickets for Our shows which are purchased by following such links to outside vendors from the Website.
Additionally, subject to the provisions of these Terms, We encourage our fans to create Chippendales-related fan websites. If these fan sites comply with these Terms and the following guidelines, such fan sites may be eligible to receive special content and other exclusive material from Chippendales, such as: free tickets, clothing, or other items from the Chippendales Boutique. Fan sites in compliance with these Terms may use a specialized icon to link to Chippendales.com. Other sites may link to Chippendales.com only by utilizing plain text links that are clearly marked “Chippendales.” Furthermore: (i) any text-only link must be clearly marked “Chippendales”; (ii) the appearance, position and other aspects of either the link or the host website may not create the false impression that an entity other than Chippendales is associated with or sponsored by Chippendales; (iii) the appearance, position and other aspects of either the link or the host website may not, in the sole opinion of Chippendales, be such as to damage or dilute the goodwill associated with the Chippendales' name and/or the Trademarks; (iv) the link, when activated by a user, must display the chippendales.com website in full-screen and not with a “frame” on the linked website; and (v) Chippendales reserves the right to revoke its consent to the link at any time in its sole discretion by amending these Terms. Please see our Trademark Policies for more information.
ACCESS FROM OUTSIDE THE UNITED STATES
The Website is directed to people residing in the United States. We do not represent that Content available on or through the Website is appropriate or available in other locations. We may limit the availability of the Website or any service or product described on the Website to any person or geographic area at any time. If you choose to access the Website from outside the United States, you do so at your own risk.
We have no special relationship with or fiduciary duty to you. You acknowledge that Chippendales has no duty to take any action regarding:
- which users gain access to the Website;
- what Content you access via the Website; or
- how you may interpret or use the Content.
THE WEBSITE AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE," AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, OUR AFFILIATES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, CONTRACTORS, AND CONTENT PROVIDERS (COLLECTIVELY, THE “CHIPPENDALES ENTITIES”) DO NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE WEBSITE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnification. You shall defend, indemnify, and hold harmless the Chippendales Entities from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to: (i) your use or misuse of, or access to, the Website, Content, Trademarks, or otherwise from your User Content; (ii) any violation of these Terms, or any infringement by you of any intellectual property or other right of any person or entity; or (iii) any third party using your identity in connection with the Website. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Limitation of Liability. IN NO EVENT SHALL THE CHIPPENDALES ENTITIES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $500.00. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law principles, except on matters governed by the Federal Arbitration Act. Without waiving the foregoing arbitration clause, you agree that any dispute arising from or relating to the subject matter of this User Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts of New York County, New York, except where the jurisdiction and venue are mandated by applicable law.
Entire Agreement and Severability. This User Agreement is the entire agreement between you and us with respect to the Website, including use of the Website, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Website. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so these Terms will otherwise remain in full force and effect and enforceable.
Import and Export Jurisdiction. Content and software from the Website may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. In connection with your use of this Website, you are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries. You may not, directly or indirectly, use, distribute, transfer or transmit content or software from this Website, whether by way of a direct product or of such materials or products, software, or other technical information into which content or software from this Website has been incorporated, except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.
Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
Notices. Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com
No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
Contact Information. You may contact Chippendales USA, LLC at the following address: 200 South Service Road Suite 211 Roslyn Heights, NY 11577, or at the following email address: firstname.lastname@example.org.