Terms And Conditions Of Sale
TERMS AND CONDITIONS OF USE
DISPUTE NOTICE: THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES REFERENCED IN THE ARBITRATION CLAUSE, YOU AGREE THAT DISPUTES WITH THE HARMONIST WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE YOUR RIGHTS TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You should review this Agreement each time you access the website. The Harmonist reserves the right to modify this Agreement at any time. By continuing to access the website, you acknowledge that you will be bound by the Agreement. If you do not agree with this Agreement, do not use the website.
- Who Can Use The Harmonist
The Harmonist is not directed to residents of the EU and is not intended for use in any country where it would violate local law or would subject The Harmonist to any regulations in another country.
- Restrictions on Your Conduct
You may not engage in the following activities on the website:
- use the website for any fraudulent, harassing or offensive or illegal purpose;
- violate, misappropriate, or infringe the rights of The Harmonist, including intellectual property, or other proprietary rights;
- upload, launch, post, email or transmit any material (including any bot, worm, scripting exploit or computer virus) that is likely to harm or corrupt the website, or harm or corrupt our or anyone else’s computer systems, or data; and
- impersonate another person or attempt to collect or gather other people’s personal information (including account information).
We have the sole right to delete an account that violates these rules or that we believe to be inappropriate for any reason. We may investigate occurrences that we believe may involve improper activity and cooperate with law enforcement authorities in prosecuting any violations of law.
- Materials on the Website
The Website and all of its contents, including, but not limited to, product designs (including any and all collateral material relating thereto) and brand, product and collection names, are protected by copyright laws and/or trademarks or other laws. No part of the website or its contents may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the written permission of The Harmonist.
The Harmonist owns all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with The Harmonist. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express permission.
- Accounts; Passwords; Security
You may not use someone else’s account without permission. When you are setting up your account, you must provide accurate and complete information. This means that you cannot set up an account using someone else’s name or contact information, or make up name or contact information.
You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account without your permission. If we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable.
In the event of an interception or unauthorized access despite our efforts, The Harmonist will not be responsible for such interceptions or unauthorized access. You are responsible for the security of your own account.
- Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. THE HARMONIST DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE WEBSITE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. THE HARMONIST MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE WEBSITE IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, TIMELY, OPERATIONAL, ERROR FREE, SECURE, SAFE, OR THAT THE WEBSITE WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE HARMONIST (INCLUDING ANY OF ITS PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES, CONTRACTORS, SUCCESSORS, OR ASSIGNEES AND THIRD-PARTY SERVICE PROVIDERS) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, HEIRS OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE WEBSITE, FOR ANY DAMAGE TO YOUR COMPUTER OR DATA, ANY DAMAGES ASSOCIATED WITH THE LOSS OF YOUR PERSONAL INFORMATION OR ANY OTHER DAMAGE OR ECONOMIC LOSS YOU MAY INCUR ENSUING FROM OR IN CONNECTION WITH (A) THE WEBSITE; OR (B) YOUR SUBMISSION OF PERSONAL OR OTHER INFORMATION THROUGH THE WEBSITE, EVEN IF THE HARMONIST OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE LIMITED TO A MAXIMUM AMOUNT OF $100.
THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE HARMONIST WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree, to the extent permitted by law, to indemnify, defend, and hold harmless The Harmonist, including its partners, affiliates, officers, directors, agents, subsidiaries, joint ventures, employees, contractors, successors, or assignees and third-party service providers from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Website; (b) your breach of this Agreement; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any claim. We will provide you with timely notice of any such claim, suit or proceeding.
- Arbitration, Class-Action Waiver, and Jury Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
Waiver of Jury Trial. THE HARMONIST AND YOU EACH AGREE TO WAIVE THE RIGHT TO A TRIAL BY JUDGE OR JURY FOR ALL DISPUTES, EXCEPT FOR DISPUTES RELATING TO THE ENFORCEMENT OR INFRINGEMENT OF YOUR OR OUR INTELLECTUAL PROPERTY RIGHTS (SUCH AS COPYRIGHTS, TRADEMARKS, DOMAINS, LOGOS, TRADE DRESS, TRADE SECRETS, AND PATENTS). Such disputes include but not limited to those relating to, arising out of, or in any way in connection with your rights of privacy and publicity, will be resolved through final and binding arbitration, which is typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. The Harmonist and you agree not to combine a dispute that is subject to arbitration under this Agreement with a dispute that is not eligible for arbitration under this Agreement.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth herein.
Required Use of AAA. You agree that the arbitration will be administered by the American Arbitration Association (AAA) under its Arbitration Rules in effect at the time the arbitration is started, including the Optional Rules for Emergency Measures of Protection and the Supplementary Procedures for Consumer-Related Disputes (together, the “AAA Rules”). The arbitration will be presided over by a single arbitrator selected in accordance with the AAA Rules. The AAA Rules, information regarding initiating a dispute, and a description of the arbitration process are available at www.adr.org. The arbitrator will decide whether a dispute can be arbitrated. The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA Rules.
Opt-Out Procedure. You may opt out of this agreement to arbitrate. If you do so, neither we nor you can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing postmarked within 30 days of the later of: (i) the date that you first accepted our Terms and Conditions of Use; and (ii) the date you became subject to this arbitration provision. You must use this address to opt-out:
8483 Melrose Place
Los Angeles, CA 90069
You must include: (1) your name and residence address; (2) the mobile phone number associated with your account; and (3) a clear statement that you want to opt out of our agreement to arbitrate.
Place to File Permitted Court Actions. If you opt out of the agreement to arbitrate, if your dispute is related to intellectual property rights, or if the arbitration agreement is found to be unenforceable, you and The Harmonist agree and consent that such disputes will be resolved in the federal or state courts in Los Angeles, California and that agree to submit to personal jurisdiction and venue of the federal and state courts located in Los Angeles, California.
Time Limit to Start Arbitration. We and you agree that for any dispute (except intellectual property disputes) must commence an arbitration proceeding within one year after the dispute first arose; otherwise, such dispute is permanently barred. This means that if we or you do not commence an arbitration within one year after the dispute first arose, the arbitration will be dismissed as untimely.
Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with The Harmonist.
- Availability and Termination of The Harmonist
The website may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue some or all of our services at any time and events beyond our control may affect our services.
We may modify, suspend, or terminate your access to or use of the website anytime for any reason, such as if you violate our Agreement or create harm, risk, or possible legal exposure for us, our users, or others.
- General Modifications
At any time and at The Harmonist’s sole discretion, we may add, delete, or modify this Agreement or the website. We will provide you notice of amendments to this Agreement, as appropriate by amending the “Last Modified” date at the top of this Agreement. Your continued use of The Harmonist confirms your acceptance of our Agreement, as amended. If you do not agree to our Agreement, as amended, you must stop using the website. Please review our Agreement from time to time. All changes to the Agreement shall be effective immediately.
Our failure or delay to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this agreement. We may assign our rights and duties under this agreement to any party at any time without notice to you.
All of our rights and obligations under our Agreement are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. You will not transfer any of your rights or obligations under our Agreement to anyone else without our prior written consent.
If you have any questions about this Agreement, please contact us at:
8483 Melrose Place
Los Angeles, CA 90069
Although The Harmonist will in most circumstances be able to receive your e-mail or other information provided, The Harmonist does not guarantee that it will receive all such e-mail or other information timely and accurately and shall not be legally obligated to read, act on or respond to any such e-mail or other information.