TERMS & CONDITIONS
Last Updated: February 3, 2023.
The following Terms and Conditions (together with the Guidelines (as defined below), the "Terms") apply to your use of and access to each website which is owned and/or operated by Parkwood Entertainment, LLC and/or its affiliates ("Parkwood", "us" or "we"), including the websites currently available at www.beyonce.com, www.shop.beyonce.com and www.beygood.org, together with all features, content, materials, products and/or services made available thereon (collectively, the “Websites”). 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 Websites. 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) and the EU Terms (as defined in Section 26) will apply instead in respect of those parts (the Terms and, where relevant, the EU Terms, together, the "Combined Terms").
When using the Websites, 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 Websites (the "Guidelines"). All Guidelines are hereby incorporated by reference into these Combined Terms. If you use the Websites 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 Websites as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
Section 24 contains an arbitration clause and class action waiver. By agreeing to these COMBINED Terms, you agree (a) to resolve all disputes (with limited exception) related to THE WEBSITES 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.
BEFORE USING THE WEBSITES, PLEASE READ THE FOLLOWING CAREFULLY.
BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE WEBSITES, 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 WEBSITES.
BY USING ANY OF THE SERVICES, YOU AGREE TO THESE COMBINED TERMS.
1. Eligibility. You are prohibited from using the Websites unless you are over the age of sixteen (16). If you are over the age of sixteen (16) but under eighteen (18) years of age, you are only permitted to use the Websites if your parent or guardian accepts these Combined Terms on your behalf prior to use of the Websites.
3. Modification of the Combined Terms. 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 Websites 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 Websites. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Combined Terms.
4. Access and Linking to the Websites. The Websites are controlled and offered by Parkwood from its facilities in the United States of America. Parkwood makes no representations that the Websites are appropriate or available for use in other locations. If you are accessing or using the Websites 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 Websites, 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™, BEYGOOD™ 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 Websites 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 Websites or the Parkwood Materials. Parkwood reserves all rights not expressly granted in these Combined Terms. 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 Websites, 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 Websites for the sole purpose of enabling you to use the Websites as permitted by these Combined Terms. Your access and use of the Websites 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 Websites 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 Websites may be subject to export control laws. If you download software from the Websites, you represent and warrant to us that you are not acting in violation of those laws.
6. User Content.
(a) General. The Websites 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 Websites 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 WEBSITES IS MADE PUBLICLY AVAILABLE TO OTHER USERS OF THE WEBSITES, 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 Websites and Parkwood's (and its successor's, transferees', sublicensees' and their respective affiliates') business, including without limitation for promoting and redistributing a part or all of the Websites (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 Websites a non-exclusive license to access your User Content through the Websites, 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 Websites and these Combined Terms. The above licenses granted by you in User Content you submit to the Websites shall be perpetual and irrevocable, except that with respect to any User Content that you have removed or deleted while maintaining your user account for any Website(s), or any User Content following any deactivation or deletion of your user account for any Website(s), 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 Websites: (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 Websites 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 WEBSITES.
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 Websites. 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 Websites 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 Websites.
(a) As a condition of your use of the Websites, you hereby represent and warrant that you will not use the Websites 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 Websites 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 Websites or Non-Parkwood Content obtained through the Websites, for any purpose other than for your personal use.
(c) You agree not to use the Websites 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 Websites, 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 Websites 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 Websites 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 Websites, features that prevent or restrict the use or copying of any part of the Websites, or features that enforce limitations on the use of the Websites.
(g) You agree not to attempt to gain unauthorized access to the Websites or any part of them, other accounts, computer systems or networks connected to the Websites or any part of them, through hacking, password mining or any other means or overburden, disrupt, interfere or attempt to interfere with the proper working of the Websites or any activities conducted through the Websites.
(h) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Websites. You agree neither to modify the Websites in any manner or form (other than contributing User Content as enabled by the Websites’ functionality and in accordance with these Combined Terms), nor to use modified versions of the Websites, including (without limitation) for the purpose of obtaining unauthorized access to the Websites.
(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 Websites 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 Websites.
(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 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 Websites. 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 Websites 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 Websites 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 Websites in any way that would affect us adversely or reflect negatively on us, the Websites, or the singers or celebrities featured on the Websites, 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 Websites, or from advertising, linking or becoming a supplier to us in connection with the Websites.
Unauthorized or prohibited use of the Websites 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.
(a) In order to access some features of the Websites, you may have to create an account. You may cancel your account with us at any time by emailing firstname.lastname@example.org. 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 (i) comply with legal process, (ii) enforce the Combined Terms, (iii) respond to any claim that User Content violates the rights of third parties, (iv) provide certain customized features of the Websites to you, if any, (v) respond if you contact Parkwood for any reason, or (vi) protect the rights, property, or personal safety of Parkwood, its other Users, and the public.
(c) If you register for an account, 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.
12. Offerings and Purchases.
(a) The Websites may permit you to purchase certain products or services, including products or services of third parties that are offered through the Websites (“Offerings”). The Offerings are intended for personal use only. Parkwood reserves the right to refuse to sell any Offerings to you if it reasonably appears to us that you intend to resell such Offerings. We further reserve the right to limit quantities of Offerings purchased by each User or to refuse to provide any User with the Offerings. Orders of special Offerings (including limited edition and pre-order Offerings) may contain additional terms, which will be provided for each such Offering. Please read the terms listed for each Offering on the applicable page of the Websites carefully before placing your order.
(b) You acknowledge and agree that all information you provide with regards to the purchase of Offerings, including, without limitation, credit card, PayPal, or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice and in our sole and complete discretion, to (i) discontinue, modify, or limit the available quantity of any Offerings, and (ii) refuse to allow any User to purchase any Offering or deliver such Offerings to a User or a User designated address. When you purchase Offerings, you (A) agree to pay the price for such Offerings as set forth on the applicable page of the Websites, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (B) authorize us to charge your credit card or other payment method for the Full Purchase Amount. The Websites may allow you to purchase Offerings and designate them to be delivered or provided at a future date. In such instance, you acknowledge and agree that we may charge your credit card or other payment method for the Full Purchase Amount on the date of purchase, rather than on the ultimate date of delivery or provision of the applicable Offering. 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. Payment can be made by credit card, debit card, or through PayPal or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by PayPal or any other payment processor are solely your responsibility.
(c) We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for discounts on future Offerings, or other features or benefits related to the Websites, subject to any additional terms that Parkwood establishes. You agree that Promotional Codes: (i) must be used in a lawful manner; (ii) must be used for the intended audience and purpose; (iii) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by Parkwood; (iv) may be disabled or have additional conditions applied to them by Parkwood at any time for any reason without liability to Parkwood; (v) may only be used pursuant to the specific terms that Parkwood establishes for such Promotional Code; (vi) are not valid for cash or other credits or points; and (vii) may expire prior to your use.
(d) Tangible and/or digital gift cards containing stored money value may be offered by us for the purchase of Offerings (“Gift Cards”). Parkwood does not make any warranties with respect to your Gift Card balance and is not responsible for any unauthorized access to your Gift Card balance, or alteration, theft, or destruction of a Gift Card or Gift Card code that results from any action by you or a third party. We may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code. By purchasing a Gift Card, you agree and represent and warrant to Parkwood that your use of the Gift Card will comply with these Combined Terms and all applicable laws, rules and regulations. Gift Cards cannot be used to purchase other gift cards, reloaded, resold, used for payment outside of the Services, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law). Gift Cards do not expire, and Parkwood will not assess a service fee, inactivity fee or dormancy fee with respect to a Gift Card.
(e) Parkwood may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Offerings. While we attempt to be as accurate as we can in our descriptions for the Offerings, we do not warrant that Offering descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Offerings for purchase through the Websites at a particular time does not imply or warrant that the Offerings will be available at any other time. We reserve the right to change prices for Offerings displayed on the Websites at any time, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Offering prices to the Websites and/or upon making the customer aware of the pricing error. In addition, if you are an international User (e.g. residing outside the United States), you must determine, pay, collect, remit and report to the appropriate taxing authority the correct amount of all export and/or import taxes or duties payable upon export of the Offering from its country of origin and import into your country.
(f) By placing an order for an Offering, you consent to receiving electronic communications from Beyoncé and/or Parkwood. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Websites. These electronic communications are part of your relationship with Beyoncé and Parkwood and you receive them as part of your Offering order.
(g) Once we receive your order for an Offering, we will provide you with an order confirmation. Your receipt of an order confirmation, however, does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell; we are simply confirming that we received your order. We reserve the right at any time after receiving your order to accept or decline your order for any reason and in our sole discretion. Verification of information may be required prior to our acceptance of any order. If we cancel an order after you have already been billed, then we will refund the billed amount. Order processing may take between one (1) to seven (7) days (not including weekends or holidays) and sometimes longer, depending upon volume of orders. Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier. We are not responsible for any lost, stolen, or damaged shipments. Except as expressly set forth in these Combined Terms, you are solely responsible for filing any claims with the applicable carrier for damaged and/or lost shipments. Users are responsible for paying additional shipping and handling fees to have any order re-shipped. We reserve the right to ship partial orders (at no additional cost to you), and notwithstanding anything to the contrary in Section 11(d), the portion of any order that is partially shipped may be charged at the time of shipment. All orders are shipped using one of our third party couriers. Online tracking may be available at our courier’s website (for example, FedEx), though we make no warranties regarding its availability because it is not under our control. Parkwood may provide an estimated arrival date, and deliveries may be scheduled for a specified arrival, but we cannot guarantee delivery by any specific date or time. Although Parkwood will make reasonable effort to meet estimated dates, delivery of Offerings may take more or less time than estimated and Parkwood disclaims any loss, damage, or injury resulting from a delay in arrival or delivery. Refused packages will be considered forfeited and are not eligible for refund or credit.
(h) In furtherance of our policy of not collecting personal information from persons under the age of sixteen (16), Users are not allowed to give Parkwood the personal information of any persons under the age of sixteen (16) for delivery or shipping purposes or any other reason.
(i) All sales are final. We do not accept modifications to or cancellations of any order for an Offering after it has been placed, and we do not accept returns or exchanges. For any questions regarding your order, please contact email@example.com and include your order number in your message. In order for Parkwood to provide the best customer service, please contact us with your concerns in writing within fourteen (14) days of placing your order or within seven (7) days of the delivery date of your order.
(j) In addition to purchases on the Websites, the Websites may permit you to make purchases of our Offerings, including through third party websites, including websites of our authorized resellers. The terms associated with your transactions for these Offerings 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. If you have any questions about authorized resellers, please contact us.
(k) Parkwood does not authorize the sale of Offerings by unauthorized resellers and does not sell or supply the Offerings to unauthorized resellers. An order placed by an unauthorized reseller will be rejected and such unauthorized User may be excluded by Parkwood from the Websites. Please be aware that there are some websites or dealers (e.g. eBay, Amazon, etc.) that claim to be authorized resellers but are not. When you purchase Offerings from an unauthorized website, you acknowledge and agree that you are taking a risk because the Offerings may be counterfeit, used, defective, or may not be designed or fit for use in your country. Please ensure that you only purchase Offerings through the Websites or from an authorized reseller. This disclaimer is without prejudice to any rights consumers may have and to the extent permitted by applicable law.
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 Websites 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 WEBSITES.
14. Links and Third Party Websites.
(a) Linking to the Websites. You agree that if you include a link from any other website to one of the Websites, such link may open in a new browser window and shall link to the full version of an HTML formatted page of the applicable Website. You are not permitted to link directly to any image hosted on the Websites, such as using an "in-line" linking method to cause the image hosted on the Websites to be displayed on another website. You agree not to download or use images hosted on the Websites on another website, for any purpose, including, without limitation, posting such images on another website. You agree not to link from any other website to the Websites in any manner such that the Websites, or any page of the Websites, 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 Websites be discontinued, and to revoke your right to link to the Websites from any other website at any time.
(b) Reference Sites. Parkwood, Users and other third parties may provide links on the Websites to other websites, 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 Websites. Parkwood provides links to you only as a convenience, and the inclusion of any link on the Websites 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 Websites, 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 Websites. 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 Websites. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
15. Service Availability. Parkwood may make changes to or discontinue any of the media, web communities, products, or services available within the Websites at any time, and without notice. The media, products, or services on the Websites may be out of date, and Parkwood makes no commitment to update these materials on the Websites.
16. Feedback. You agree that any feedback, analysis, suggestions and comments to Parkwood provided by you regarding the Websites (collectively, "Feedback") will become the property of Parkwood. IN CONSIDERATION OF PARKWOOD PROVIDING ACCESS TO THE WEBSITES FREE OF CHARGE OR, IN THE CASE OF FEEDBACK PROVIDED USING FEATURES OF THE WEBSITES 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 Websites. 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 Websites or your use of the Websites, and remove and discard all or any part of your account or any User Content. You agree that your access to the Websites 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. SUBJECT TO THE NEXT SECTION, 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 (A) YOUR USE OR MISUSE OF THE WEBSITES, (B) YOUR USER CONTENT, INCLUDING PARKWOOD'S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER CONTENT, (C) YOUR VIOLATION OF THESE COMBINED TERMS, (D) 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, (E) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS, AND (F) 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 WEBSITES, 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 WEBSITES IS AT YOUR SOLE RISK. THE WEBSITES, 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 WEBSITES 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) OPERATION OF THE WEBSITES AND NON-PARKWOOD CONTENT. PARKWOOD DOES NOT WARRANT THAT THE PARKWOOD MATERIALS, USER CONTENT, NON-PARKWOOD CONTENT, WEBSITES, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WEBSITES 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 WEBSITES OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(f) HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITES (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 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 WEBSITES OR ANY REFERENCE SITES, THE WEBSITES THEMSELVES, 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 WEBSITES (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 WEBSITES 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 WEBSITES 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 WEBSITES 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 Websites 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 Websites (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 Websites 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 Websites 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
Phone: (212) 302-8400
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 Websites. 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 Websites 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 relating in any way to the Websites and Parkwood’s services and/or products, including any use or access or lack of access thereto, , 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 thirty (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 Combined 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 PARKWOOD EXPRESSLY 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 PARKWOOD agree 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 section 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 Websites. 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 Combined 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 Websites. 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 Combined Terms, 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 Websites 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 Websites and services hereunder are offered by Parkwood Entertainment, LLC and or its affiliates. Parkwood Entertainment, LLC is 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 Sections 4 (Access and Linking to the Websites), 11(j) (Offerings 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 Websites are 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 Websites. 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 fourteen (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 Parkwood 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 Parkwood, 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 fourteen (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 fourteen (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 fourteen (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 five (5) to seven (7) days at one cost but you choose to have the goods delivered within twenty-four (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 fourteen (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 fourteen (14) days of your telling us you have changed your mind.
(c) As Is and As Available Basis. Subject to these EU Terms (including subsections (d), (e) and (f) below), you expressly agree that the Websites are 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 Websites 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 Combined Terms, both Parkwood and you are aware that it might occur.
(e) No Liability for Commercial Losses. The Websites are 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 Websites.
(f) Exclusions Prevented by Law. Nothing in these Combined Terms excludes or limits Parkwood's liability for: (i) fraud or fraudulent misrepresentation, (ii) death or personal injury caused by negligence, or (iii) 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 these Combined Terms or in relation to use of the Websites is limited to a maximum of the sum of the amounts paid by you to Parkwood (if any) in relation to use of the Websites in the twelve (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 Websites 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 Terms or its subject matter or formation.