ACCESSIBILITY — IF YOU ARE HAVING ANY TROUBLE ACCESSING THIS TERMS OF USE AGREEMENT OR THE PROPERTIES, PLEASE CONTACT HARPER + HUDSON  SERVICES AT 614-579-0398, 24 HOURS A DAY, 7 DAYS A WEEK.
TERMS OF USE AGREEMENT

The following terms of use (the “Terms of Use”) contain the terms and conditions applicable to you and your access to and use of this website, www.HarperandHudsonCo.com, including the mobile version (collectively, the “Website”), and our mobile application (the “App”), if applicable, in each case regardless of how accessed (collectively, the Website and the App are referred to as the “Properties”). The Properties are owned and operated by Harper + Hudson Co, a Colorado corporation, and/or its affiliates (“Harper + Hudson Co,” “we”, “us”, “our”). Your use of the Properties (and any other feature, content or application offered by the Properties) is at all times subject to these Terms of Use, as the same may be modified by us, and all applicable laws, rules and regulations. Please read these Terms of Use carefully.   If you are dissatisfied with these Terms of Use or the Properties or any material on the Properties, your sole and exclusive remedy is to discontinue using the Properties.

1. Acceptance of Terms of Use. BY ACCESSING AND USING THE PROPERTIES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE.  FOR EXAMPLE, SECTION 19 CONTAINS AN ARBITRATION AGREEMENT AND WAIVER OF CLASS ACTION WHICH STATES THAT WE MUST ARBITRATE INSTEAD OF GOING TO A COURT BEFORE A JUDGE AND JURY AND THAT ALL SUCH ARBITRATION CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE OR MEMBER OR OTHERWISE ON BEHALF OF OTHERS IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.  Notwithstanding the foregoing, to the extent Harper + Hudson believes you violated or may violate Harper + Hudson’s intellectual property rights, Harper + Hudson may seek injunctive or other appropriate relief in any state or federal court.  If you do not agree to be bound by these terms of use, you may not access or use the Properties.  These Terms of Use may be changed, modified, or altered by us in our sole discretion at any time without prior notice. If we materially change the Terms of Use, we will notify you through a notice, updated Terms of Use on the Properties or by email (sent to the email address specified in your account, if any), prior to or upon the change(s) becoming effective.  Accordingly, when you access or use the Properties, you should check the date of the Terms of Use and be aware of any changes since the last version. Your continued use of the Properties following the posting of any changes to these Terms of Use means that you accept such changes. Your access to and use of the Properties will be governed by the Terms of Use in effect at the time of such access or use.

2. Other Sources of Terms and Conditions; Promotions and Coupons. In order to participate in or use certain services, promotions, discounts or coupons that may be run from time to time with respect to the Properties (“Offers”), you may be required to agree to additional or different terms and conditions (“Offer Terms”). If there is a conflict between these Terms of Use and any Offer Terms, the Offer Terms shall control and the non-conflicting provisions in these Terms of Use will continue to apply. For example, if you seek to redeem a coupon code on the Properties, your redemption of the coupon code is subject to the specific Offer Terms applicable to that code and to the non-conflicting provisions of these Terms of Use. If an Offer does not contain Offer Terms, then only these Terms of Use apply. Under these Terms of Use, unless otherwise prohibited by law, any Offer: (a) is valid only at the Property identified in the Offer and at no other store; (b) applies to in-stock merchandise only and not to gift cards or services; (c) is not valid for cash or cash equivalents; (d) is limited to one Offer per person; (e) must be entered at checkout and/or in your account to be redeemed; (f) may not be combined with any other coupons or offers; (g) may only be used once; (h) expires on the later of one year from the date of issue or the date required by applicable law, and (i) cannot be reproduced, modified, sold or traded or used to pay any tax, such as sales tax, shipping or any value added service. In addition, some Offers may be in the form of a voucher.  If you purchase a voucher with a promotional value beyond the amount paid, you may redeem the voucher for the promotional value until the expiration date, or for the amount paid after the end of the applicable promotional period. We reserve the right to limit, change, or cancel any Offer or associated order, without prior notice, even after you have attempted to redeem the Offer or placed your associated order. By using an Offer, you indicate your acceptance of all applicable terms and conditions, including these Terms of Use and the Offer Terms, if applicable. Some Offers also may be subject to additional requirements or restrictions imposed by us or participating third parties, such as the vendors or other merchants that issued, sponsored, or are associated with the Offer.

3. Use of the Properties.  The content and information posted by us on the Properties may be used only for informational, personal or other purposes authorized by us.  By accessing and using the Properties, you represent and warrant that: (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Properties does not violate any applicable law, rule or regulation. The Properties are intended for use by residents of the United States (“U.S.”) or non-residents that agree to use the Properties in accordance with U.S. laws, these Terms of Use and the Privacy Policy. By using the Properties, you further represent and warrant that you meet these residency requirements.  Use of and access to the Properties is void where prohibited.

4. Unauthorized Use. You may not use the Properties for any unauthorized use or for any illegal or unlawful purpose.  Any unauthorized use or violation of these Terms of Use may immediately and automatically terminate your right to use and access the Properties and may subject you to legal liability. Appropriate legal action may be taken for any illegal or unauthorized use of the Properties. We may remove any unauthorized content, links, etc. without notice. Some examples of unauthorized, illegal or unlawful use of the Properties include, but are not limited to:

5. Links to Third Party Sites; Advertisers. The Properties may provide you with links or other access to other websites, services, products or content of third parties, including the Other Platforms, as defined in Section 10 below (“Third Party Sites”). We have no control over, and do not necessarily endorse, any Third Party Site’s services, products or content. You acknowledge and agree that you access such Third Party Sites at your own risk and are wholly responsible for making your own independent judgment regarding your use or interaction with the same. We recommend that you read the terms of use and privacy policies of each Third-Party Site that you access.

6. Privacy Policy. You agree to our collection, use and sharing of your information, including personal information, as set forth in our Privacy Policy (“Privacy Policy”). All provisions of the Privacy Policy are incorporated by reference herein.

7. Products, Content and Specifications. The inclusion of any products or services on the Properties does not imply or warrant that these products or services will be available at any particular time or that the listed attributes are accurate or complete. In the event a product is listed at an incorrect price due to typographical error or error in pricing or other information, we will have the right to cancel orders of any such product, whether or not the order has been confirmed and/or your credit card or other payment method has been charged.  If your credit card has already been charged for the purchase and your order is cancelled, we will refund any such charges within a commercially reasonable period of time after cancellation. The actual color of products you see will depend in part on your computer system, and we cannot guarantee any color or texture or detail of actual products will be accurate.   Further, we do not not endorse and have not verified the accuracy or reliability of any opinion or statement made on the Properties by any third party party, including but not limited to customers, manufacturers, distributors or suppliers of products and services sold through the Properties.  In addition, we may make changes to information about price, availability or other product attributes without notice. We reserve the right, without prior notice, to limit the order quantity on any product or service, to refuse service to any customer, or to cancel any order, including after it is submitted. We also may require additional verifications or other information prior to the acceptance and/or shipment of any order. Your receipt of an order confirmation from us does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. With respect to the shipment of products and services sold through the Properties, risk of loss and title for items purchased from the Properties pass to you upon delivery of the items to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments. It also is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased from the Properties. By placing an order, you represent that the products ordered are legal to possess and use where you intend to possess and use them and will be possessed or used only in a lawful manner, in accordance with all applicable laws, rules and regulations, including copyright law.

8. Property; Intellectual Property. All content of the Properties (including, without limitation, text, graphics, icons, images, clips and software) is protected by copyright, trademark, and other laws. Names, logos, taglines, icons and marks on the Properties are the exclusive property of Harper + Hudson Co. and/or one of its affiliates, all rights reserved, and may not be used by you without our prior written permission. Unless otherwise indicated, all other intellectual property appearing on the Properties is the property of its respective owner. We reserve all rights not expressly granted in and to the Properties’ content and services.

9. User-Generated Content.  Users may be able to post content in certain areas on the Properties or on other websites or platforms that we own or operate, including on social media platforms such as Facebook, Instagram, Twitter and Pinterest (“Other Platforms”). You are solely responsible for any content (including, without limitation, photos, artwork, videos, text, graphics, and other information) you upload, post, display or otherwise provide to us through the Properties or Other Platforms (“User Content”). Any User Content you post or provide, including any questions, reviews, comments and suggestions, will be treated as non-confidential and non-proprietary. By sharing User Content with us, you grant us a worldwide, royalty-free, perpetual, irrevocable and transferable right to use, copy, reproduce, perform, distribute, display, publish, sell, and create derivative works of, the User Content, and to grant and authorize sub-licensees of the foregoing. Additionally, we shall be free to use any ideas, concepts, know-how or techniques contained in such User Content for any purpose whatsoever, including, without limitation, developing, manufacturing and marketing products and services which incorporate such User Content.   You further agree that this means that any User Content may appear on sites other than the Property through which you submitted your User Content including but not limited to Other Platforms.  You represent and warrant that: (a) you own the User Content posted by you on the Properties or otherwise have the right to grant the license set forth in this Section 10; (b) your User Content does not violate the privacy rights, publicity rights, intellectual property rights, or any other rights of any person or entity; and (c) the posting of User Content on the Properties does not result in a breach of any contract between you and a third party.   You agree that you will not use a false or misleading email address, impersonate another person or entity or otherwise mislead with with respect to any User Content.  You agree to pay for all royalties, fees and other monies owing to any person by reason of any User Content you post on the Properties.   We are under no obligation to screen or monitor User Content, but may review User Content from time to time at our sole discretion to review compliance with these Terms of Use. We may reject, refuse to post, edit or remove any User Content at any time without notice, for any or no reason.

10. Termination of Access and/or Account. We may limit, suspend, or terminate your access to the Properties or Other Platforms (including, without limitation, your account registration and your ability to post User Content), at any time, with or without notice, and with or without cause. We also may refer any information on alleged or actual illegal activities, including your identity, to the proper authorities.  We may also seek an injunction or take other legal action to enforce our rights under these Terms of Use or any applicable law.

11. Term. These Terms of Use shall remain in full force and effect while you use or access the Properties or have an account with the Properties. See our Privacy Policy for instructions on how to modify or delete your account.  Sections 2, 7 and 12-21, together with all other terms that reasonably may be interpreted as surviving, shall survive any termination of these Terms of Use.

12. Indemnity. You agree to defend, indemnify and hold us, our subsidiaries, affiliates, suppliers, and licensors and each of our respective officers, agents, partners and employees (the “Fanatics Parties”) harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, issued by any third party due to or arising out of (1) your use of the Properties in violation of these Terms of Use and/or arising from a breach of these Terms of Use (including, without limitation, any breach of your representations and warranties set forth herein) (2) any allegation that any content or other material you have submitted or transmitted to the Properties infringe, misappropriate or otherwise violate the copyright, trademark, trade secret or other rights of any party; and / or (3) your activities or omissions in connection with the Properties.

13. DISCLAIMER OF WARRANTIES. YOUR USE OF THE PROPERTIES IS AT YOUR SOLE RISK.  YOU ARE RESPONSIBLE FOR COMPLYING WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS WITH RESPECT TO THE USE OF THE PROPERTIES.   EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THESE PROPERTIES ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND.  WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTIES, THEIR CONTENTS AND THE PRODUCTS OR SERVICES LISTED OR PURCHASED THROUGH THE PROPERTIES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.

14. LIMITATION ON LIABILITY. IN NO EVENT SHALL THE FANATICS PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, LOSS OF REPUTATION, COST OF COVER DAMAGES OR INTANGIBLE LOSSES OF ANY KIND ARISING FROM YOUR USE OF THE PROPERTIES, YOUR INABILITY TO USE THE PROPERTIES, OR THE PRODUCTS OR SERVICES AVAILABLE THROUGH THE PROPERTIES, EVEN IF THE FANATICS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Third Party Transactions. Through your use of the Properties, you may have the opportunity to engage in commercial or other transactions with other users, vendors and other third parties. You acknowledge that all transactions relating to any merchandise or services offered by any third party, including but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the third party seller or purchaser of such merchandise and services and you, and that you will look solely to such third party to enforce any of your rights  In the event of any problem with the products or services that you have purchased from a third party you agree that you will address such issues with the third party.  We may not have the ability to accept returns or refund the purchase price for any transaction you complete with a third party through our Properties.  ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS PRODUCTS, SERVICES, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE PROPERTIES FROM A THIRD PARTY IS PROVIDED SOLEY BY SUCH THIRD PARTY AND NOT BY US.

16. U.S. Export Controls. Software made available to you by the Properties (the “Software”), if any, is subject to U.S. export controls. No Software may be downloaded from the Properties or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

17. Governing Law.  These Terms of Use and your use of the Properties will be governed by federal and Colorado law, regardless of the conflict of law provisions thereof and regardless of where you live or from where you access or use the Properties.

18. Arbitration; No Class Action. As a condition of using the Properties, you and we agree that any and all disputes, claims and causes of action (collectively, “Claims”) arising out of or connected with the Properties (except for small claims court Claims, if applicable) shall be resolved exclusively by binding arbitration under the rules of the American Arbitration Association (“AAA”), including the Supplementary Procedures for Consumer-Related Disputes, for full and final settlement of such Claim applying the Federal Arbitration Act and other federal arbitration laws. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOU AND WE ALSO AGREE THAT (A) ANY CLAIMS WILL BE RESOLVED INDIVIDUALLY NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE, MEMBER OF OTHERWISE ON BEHALF OF OTHERS IN ANY PURPOSED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AND NOT THROUGH ANY CLASS ACTION, (B) IF A CLAIM PROCEEDS IN COURT ANYWAY, WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL; AND (C) EITHER YOU OR WE MAY SEEK A COURT INJUNCTION REGARDING INTELLECTUAL PROPERTY INFRINGEMENT.  ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY.  Although court review of an arbitration award may be limited, an arbitrator is empowered to award the same damages and relief as a court, including injunctive relief or statutory damages.

19. Miscellaneous. We may give you notice of certain events from time to time. You hereby acknowledge and consent that such notices will be effective upon our posting them on the Properties or (if we choose to do so in our sole discretion) delivering them to you through email if you have provided us with your accurate email address. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. These Terms of Use and your account on the Properties are personal to you and may not be transferred or assigned. Our performance under these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Properties or information provided to or gathered by us with respect to such use. If any part of these Terms of Use is deemed to be illegal, invalid, void or for any reason unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall be unaffected and shall continue to be fully valid, binding, and enforceable.  These Terms of Use, together with any additional terms and conditions or policies referred to and incorporated herein (including the Privacy Policy and/or additional terms applicable to various parts of the Properties), constitute the entire understanding between you and us. For the avoidance of doubt, these Terms of Use apply solely to the extent permitted by law.