Terms
and Conditions of Use Agreement for XCLUSIV.COM
PLEASE
READ THE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. We maintain this web
site as a service to our customers, and by using our site you are agreeing to
comply with and be bound by the following terms of use. Please review the
following terms and conditions carefully, and check them periodically for
changes. If you do not agree to the terms and conditions, you should not review
information or obtain goods, services or products from this site.
PLEASE
NOTE: YOU MUST BE 18 YEARS OLD OR OLDER AND A U.S. RESIDENT IN ORDER TO
PARTICIPATE ON OUR SITE.
1.Acceptance of Agreement. You agree to the
terms and conditions outlined in this Terms and Conditions of use Agreement
("Agreement") with respect to our site (the "Site"). This
Agreement constitutes the entire and only agreement between us and you, and
supersedes all prior or contemporaneous agreements, representations, warranties
and understandings with respect to the Site, the content, products or services
provided by or through the Site, and the subject matter of this Agreement. This
Agreement may be amended by us at any time and from time to time without
specific notice to you. The latest Agreement will be posted on the Site, and
you should review this Agreement prior to using the Site.
2.Copyright. The content,
organization, graphics, design, compilation, magnetic translation, digital
conversion and other matters related to the Site are protected under applicable
copyrights, trademarks, registered trademarks and other proprietary (including
but not limited to intellectual property) rights. The copying, redistribution,
use or publication by you of any such matters or any part of the Site, except
as allowed by Section 4, is strictly prohibited. You do not acquire ownership
rights to any content, document or other materials viewed through the Site. The
posting of information or materials on the Site does not constitute a waiver of
any right in such information and materials.
3.Fraud: By becoming a
member, you confirm that the information provided in this form is true and that
you agree to abide by the Terms and Conditions of use of this site. Please note
that your membership can be cancelled without notice if it is determined that
false or misleading information has been provided, the Terms and Conditions of
use have been violated, or other abuses have occurred as determined by XCLUSIV,
INC.in its sole discretion. If membership has been revoked, XCLUSIV,
INC.reserves the right to refuse application or readmission to
the membership program.
4.Limited
Right to Use.
The viewing, printing or downloading of any content, graphic, form or document
from the Site grants you only a limited, nonexclusive license for use solely by
you for your own personal use and not for republication, distribution,
assignment, sublicense, sale, preparation of derivative works or other use. No
part of any content, form or document may be reproduced in any form or
incorporated into any information retrieval system, electronic or mechanical,
other than for your personal use (but not for resale or redistribution).
5.Editing,
Deleting and Modification. We reserve the right in our sole discretion to edit or
delete any documents, information or other content appearing on the Site,
including this Agreement, without further notice to users of the Site.
6.Indemnification. You agree to
indemnify, defend and hold us and our partners, attorneys, staff and affiliates
(collectively, "Affiliated Parties") harmless from any liability,
loss, claim and expense, including reasonable attorney's fees, related to your
violation of this Agreement or use of the Site.
7.Nontransferable. Your right to use
the Site is not transferable. Any password or right given to you to obtain
information or documents is not transferable and may only be used by you.
8.Disclaimer. THE INFORMATION
FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS
AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING
BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN
BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE
NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN
PARTICULAR, BUT NOT AS A LIMITATION, WE AND OUR AFFILIATED PARTIES ARE NOT
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE
LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US. THIS SITE AND THE INFORMATION
WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE
ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS
AGREEMENT.
9.Limits. All responsibility
or liability for any damages caused by viruses contained within the electronic
file containing the form or document is disclaimed. WE WILL NOT BE LIABLE TO
YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY
RESULT FROM USE OF OR INABILITY TO USE OUR SITE. Our maximum liability to you
under all circumstances will be equal to the purchase price you pay for any
goods, services or information.
10.Use
of Information.
We reserve the right, and you authorize us, to the use and assignment of all
information regarding Site uses by you and all information provided by you in
any manner consistent with our Privacy Policy.
11.Third-Party
Services.
We allow access to or advertise third-party merchant sites
("Merchants") from which you may purchase or otherwise obtain certain
goods or services. You understand that we do not operate or control the
products or services offered by Merchants. Merchants are responsible for all
aspects of order processing, fulfillment, billing and customer service. We are
not a party to the transactions entered into between you and Merchants. YOU
AGREE THAT USE OF SUCH MERCHANTS IS AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES
OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF
TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT UNDER NO
CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS
BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR
ANY OTHER SITE LINKED TO OUR SITE.
12.Third-Party
Merchant Policies.
All rules, policies (including privacy policies) and operating procedures of
Merchants will apply to you while on such sites. We are not responsible for
information provided by you to Merchants. We and the Merchants are independent
contractors and neither party has authority to make any representations or
commitments on behalf of the other.
13.Privacy
Policy.
Our Privacy Policy, as it may change from time to time, is a part of this
Agreement.
14.Payments. You represent and
warrant that if you are purchasing something from us or from our Merchants that
(i) any credit card information you supply is true, correct and complete, (i)
charges incurred by you will be honored by your credit card company, and (iii)
you will pay the charges incurred by you at the posted prices, including any
shipping fees and applicable taxes.
15.Securities
Laws.
This Site may include statements concerning our operations, prospects,
strategies, financial condition, future economic performance and demand for our
products or services, as well as our intentions, plans and objectives, that are
forward-looking statements. These statements are based upon a number of
assumptions and estimates which are subject to significant uncertainties, many
of which are beyond our control. When used on our Site, words like
"anticipates," "expects," "believes,"
"estimates," "seeks," "plans,"
"intends" and similar expressions are intended to identify
forward-looking statements designed to fall within securities law safe harbors
for forward-looking statements. The Site and the information contained herein
does not constitute an offer or a solicitation of an offer for sale of any
securities. None of the information contained herein is intended to be, and
shall not be deemed to be, incorporated into any of our securities-related
filings or documents.
16.Links
to Other Web Sites.
The Site contains links to other Web sites. We are not responsible for the
content, accuracy or opinions express in such Web sites, and such Web sites are
not investigated, monitored or checked for accuracy or completeness by us.
Inclusion of any linked Web site on our Site does not imply approval or
endorsement of the linked Web site by us. If you decide to leave our Site and
access these third-party sites, you do so at your own risk.
17.Submissions. All suggestions,
ideas, notes, concepts and other information you may from time to time send to
us (collectively, "Submissions") shall be deemed and shall remain our
sole property and shall not be subject to any obligation of confidence on our
part. Without limiting the foregoing, we shall be deemed to own all known and
hereafter existing rights of every kind and nature regarding the Submissions
and shall be entitled to unrestricted use of the Submissions for any purpose,
without compensation to the provider of the Submissions.
18.Return
Policy.
Due to the nature of our online site, and the products listed, we XCLUSIV, INC. have
a strict NO RETURN policy for any product. No product shall be able to be
returned for a like item, or for a cash refund.
19.Venue;
Applicable Law.
YOU AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY OUT OF
THIS AGREEMENT, OR YOUR USE OF THE SITE OR ANY SAMPLES OR PRODUCTS OBTAINED BY
YOU THROUGH SUCH USE, SHALL BE LITIGATED IN THE CIRCUIT COURT OF LOS
ANGELES, CALIFORNIA OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
OF CALIFORNIA. YOU ARE EXPRESSLY SUBMITTING AND CONSENTING
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING IN ANY OF SUCH
COURTS, AND ARE WAIVING ANY CLAIM THAT LOS ANGELES, CALIFORNIA This
site is created and controlled by XCLUSIV, INC. in the State of CALIFORNIA,
USA. As such, the laws of CALIFORNIA will govern the terms and conditions
contained in this Agreement and elsewhere throughout the Site, without giving
effect to any principles of conflicts of laws.
20.Lapsed Accounts: In order to keep
XCLUSIV, INC. membership roster current, if a Member does
not access his or her account for a period of sixty (60) days or more,
XCLUSIV, INC.may, in its sole discretion, terminate such
Member's account. XCLUSIV, INC.will endeavor to notify a
Member of XCLUSIV, INC.intent to terminate such Member's
account by notice to such Member's provided email address at least fourteen
(14) days prior to deactivation. If the Member fails to respond to such
email notice within fourteen (14)days after the day it is sent by XCLUSIV,
INC., such Member's account will be terminated as noted above. Therefore,
XCLUSIV, INC.strongly recommends that all Members keep
their accounts and contact data current and in use. While XCLUSIV, INC. desires
to prevent active accounts from being terminated prematurely, XCLUSIV, INC.has
no obligation to maintain accounts that appear to XCLUSIV, INC.to
have been abandoned. Each Member agrees that failure to access his or her
account for sixty (60) days or more conclusively indicates that such Member's account
has been abandoned and that the account may therefore be terminated.
21.Verify Members' Address: XCLUSIV, INC.
reserves the right to contact a Member via email to verify the accuracy of
account information (including the Member's correct name and address) that is
needed to provide the Member with the information he or she requested from
XCLUSIV, INC..
