Terms of Service

Welcome to the HARPS CLUB websites, located at www.harpsclub.com (the “Website”). These Terms of Service (“TOS”) contains the terms and conditions that govern your use of the Website (as defined below). These TOS describe your rights and responsibilities and what you can expect from the Website. Use of the Website or any Website Service constitutes your acceptance of, and legally binding agreement to, these TOS. For purposes of these TOS, “you” and “your” or “User” means you as the user of the Website or Website Service, site.

These TOS also include the Order Terms and Conditions set forth below. The Order Terms and Conditions are incorporated by reference into and form a part of the rest of these TOS.

Website reserves the right to add, delete and/or modify any of the terms and conditions contained in these TOS, at any time and in its sole discretion, by posting an updated version of the TOS to the Website and updating the “LAST REVISED” date above. In the event of substantive changes to these TOS, you may be notified by email. If any modification is unacceptable to you, your only recourse is to not use the Website and the Website Service. Your continued use of the Website following posting of a change notice or new TOS on the Website will constitute binding acceptance of the changes to these TOS.
If you do not agree to all of the TOS, you are not permitted to access or use the Website or the Website Services.

 

• 1. The Website Service.

Website provides a number of Internet-based services through the Website (all such services, collectively, the “Website Service”). One such service enables Users to create and buy customized products, including without limitation, apparel, signs, banners, bags, caps, golf balls and related accessories (collectively, “Products”). Users may create and purchase individual Products for their own use or, through the Share and Sell™ Service, sell Products through the Website Service. Users who would like to sell Products through via the Share and Sell™ Service located at XXX must enter into the Share and Sell Agreement (formerly the “Share & Sell Service Terms and Conditions of Use”). Website may offer a number of other services on its Website, including without limitation, message boards, contests, and newsletters, which may change from time to time.

• 2. Use of the Website and Website Service.

2.1 Eligibility. Website will only knowingly provide the Website Service to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the Website Service only under the supervision of a parent or legal guardian who agrees to be bound by these TOS. The Website Service is not intended for children under the age of 13.

2.2 Compliance with TOS and Applicable Law. You must comply with all of the terms and conditions of these TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the Website Service and the Website.

2.3 Your License to Use the Website and the Website Service.
(a) Website or one of its affiliates or licensors owns all intellectual property and other rights, title and interest in and to the Website Service and the Website, except as expressly provided for in these TOS. For example and without limitation, Website owns the copyrights in and to the Website, and certain technology used in providing the Website Service. Nothing made available to Users of the Website will be construed to mean that such Users acquire any right, title or interest therein under these TOS or otherwise to any intellectual property owned by Website or its affiliates or licensors.

(b) Website grants you a limited revocable license to access and use the Website and the Website Service for their intended purposes, subject to your compliance with these TOS. This license does not include the right to collect or use information contained on the Website for purposes prohibited by Website; to compete with Website; to create derivative works based on the content of the Website; or download, crawl, scrape or copy the Website (other than page caching performed automatically by your web browser). If you use the Website in a manner that exceeds the scope of this license or you breach these TOS, Website may revoke the license granted to you.

2.4 Third-Party Services. Website may use third parties to provide certain services accessible through the Website. Website does not control those third parties or their services, and you agree that Website will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use those services. If any such terms or policies conflict with Website’s TOS, agreements or policies, you must comply with Website’s TOS, agreements or policies, as applicable.

2.5 Account. To use certain portions of the Website or Website Service, including to place orders, you will need to create an account on the Website (“Account”). You agree to provide Website with accurate, complete and updated information for your Account. You are solely responsible for protecting the confidentiality of your password for your Account and may not disclose your password to any other person. In the event that an unauthorized user gains access to the password-protected area of the Website as a result of your acts or omissions, you agree that you shall be liable for any such unauthorized use.

 

• 3. General Rules.

3.1 Prohibited Use. You may only use the Website Service as expressly permitted by Website. You may not cause harm to the Website or the Website Service. Specifically, but not by way of limitation, you may not: (i) interfere with the Website Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Website or Website Service or otherwise use the Website or Website Service to create or modify a product or service that is competitive with a Website Service; (iii) interfere with, or disrupt the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Website Service; (iv) use a robot, spider or other device or process to crawl, scrape or monitor the activity on or copy pages from the Website, except in the operation or use of an internet “search engine”, hit counters or similar technology; (v) collect electronic mail addresses or other information from third parties by using the Website Service; (vi) impersonate another person or entity or allow another person to impersonate you to access or use the Website or Website Service; (vii) place any order using a false, stolen or invalid payment card; (viii) use any meta tags, search terms, key terms, or the like that contain Website’s name or trademarks; (ix) engage in any activity that interferes with another User’s ability to use or enjoy the Website Service; (x) creating or maintaining any link from another website to any page on this Website without Website’s prior written permission, or displaying this Website or any material or content displayed on this Website in frames or through similar means on another website without Website’s prior written permission is prohibited; (xi) circumvent any measures implemented by Website aimed at preventing violations of these TOS; or (xii) assist or encourage any third party in engaging in any activity prohibited by these TOS.

3.2 Privacy Policy. By entering into these TOS, you agree to Website’s collection, use and disclosure of your personal information in accordance with the Privacy Policy.

3.3 Ordering Policies. If you purchase Products, you agree to do so in accordance with instructions provided on the Website. Title to the Products you purchase passes to you when the Products are delivered to the common carrier.

• 4. Content License; DMCA Policy.

4.1 Service Description. As part of the Website Service, Website offers a service that allows you to upload images, photographs, graphic designs, and other content (collectively, “Content”) to the Website to create, produce and purchase Products featuring the uploaded Content for your own use.

4.2 Delivery of Content. You will upload or deliver to Website all Content that you want to use with the Website Service in accordance with the applicable instructions on the Website. Website may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Website Service.

4.3 Licensing Your Content to Website. You will retain ownership of the Content that you upload to the Website. You hereby grant to Website a royalty-free, worldwide, transferable, non-exclusive, right and license to use, modify, adapt, store, cache, and transmit such Content, in all media existing now or created in the future, as Website deems necessary to enable you to use the Website Service, including to show you how your Content would appear in our Products, create, produce and purchase Products, and market Products and services to you. Website may sublicense the rights that you grant it in this Section to a third party subcontractor only for purposes of operating the Website, providing the Website Service, processing your order, and producing and shipping your Products.

4.4 DMCA Safe Harbor for User Content. Website is committed to complying with the provisions of the Digital Millennium Copyright Act of 1998 (the “DMCA”) that provide recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law.

If you believe in good faith that materials appearing on this Website or another User’s Content infringe your copyright, you (or your agent) may send the Website copyright agent designated below a conforming notice requesting that the material be removed, or access to it blocked. A conforming notice must contain the following: (a) your name, address, telephone number, and email address (if any); (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to locate the material; (c) statement that you, 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; (d) a statement under penalty of perjury that the information in the notification is accurate and that you are (or are authorized to act on behalf of) the owner of an exclusive right that is allegedly infringed; and (e) your physical or electronic signature as the owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

In accordance with the DMCA, Website has designated the following agent to receive notification of alleged copyright infringement in:

XXX

It is Website’s policy, in appropriate circumstances and at Website’s sole discretion, to disable or terminate the Accounts of Users who repeatedly infringe copyrights or intellectual property rights of others.

• 5. Reservation of Rights.

5.1 Monitoring. Website reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Website or the Content that you upload herein. If Website determines, in its sole and absolute discretion, that you or another Website user will breach a term or condition of these TOS or that such transaction or communication is inappropriate, Website may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

5.2 Modification of the Service. Website reserves the right to modify the organization, functionalities, structure or “look and feel” of the Website Service or the Website, and may change, suspend, or discontinue any aspect of the Website Service at any time without any liability to you or any third party. Website shall have complete discretion over the features, functions, prices and other terms and conditions on which the Website is offered to Users.

• 6. Submissions.

When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information (“Submissions”), you grant Website permission to use such Submissions for marketing and other promotional purposes, including the right to sublicense. You agree that Website will have no obligation to keep any Submissions confidential. You will not bring a claim against Website based on “moral rights” or the likes arising from Website’s use of a Submission. This Section does not apply to your Content that you use in connection with the Website Service.

• 7. Representations and Warranties.

7.1 Mutual Representations and Warranties. You represent and warrant to Website and Website represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under these TOS, (ii) the execution and performance of your or its obligations under these TOS does not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) these TOS are a legal, valid and binding obligation of the party entering into these TOS, enforceable in accordance with its terms and conditions.

7.2 By You. You represent, warrant and covenant to Website that, in your use of the Website Service, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party, and (ii) will not violate any applicable laws, rules, and regulations, including, without limitation, by exploiting images or the likeness of minors. You further represent and warrant to Website that: (a) there are no claims, demands or any form of litigation pending, or to the best of your knowledge, threatened with respect to any of your Content; (b) Website will not be required to make any payments to any third party in connection with its use of your Content, except for the expenses that Website incurs in providing the Website Service; (c) the use of any instructions, formulae, recommendations, or the like contained in your Content will not cause injury to any third party; and (d) your Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

• 8. Disclaimers and Exclusions.

DISCLAIMER OF WARRANTIES. Website PROVIDES THE WEBSITE, THE Website SERVICE, AND ALL CONTENTS, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Website DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, Website SERVICE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

• 9. Limitation of Liability.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Website OR ITS AFFILIATES OR EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SHAREHOLDERS, MANAGERS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “COVERED PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE WEBSITE, Website SERVICE OR THESE TOS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COVERED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING FROM THESE TOS OR YOUR USE OF THE WEBSITE OR Website SERVICE (INCLUDING FOR ANY ERROR, MISTAKE, OR FAILURE TO PERFORM A REQUEST OR ANY OTHER SERVICES UNDER THIS WEBSITE) EXCEED THE GREATER OF (1) $100, OR (2) THE AMOUNT PAID BY YOU TO Website FOR THE REQUEST OR SERVICES IN WHICH THE ERROR, MISTAKE, OR FAILURE OCCURRED.

• 10. Indemnification.

You must indemnify and hold the Covered Parties harmless from any damage, loss, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought against any of the Covered Parties related to (i) your use of the Website or Website Service, (ii) alleging that you have breached any provision of these TOS, (iii) your dispute with another User, or (iv) your Content. If you have to indemnify Website under this Section, Website will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Website’s express written permission.

• 11. Termination.

11.1 Termination. In its sole discretion, with or without notice to you, Website may: (i) suspend, limit your access to or terminate your use of the Website and/or the Website Service, (ii) suspend, limit your access to or terminate your Account, (iii) remove any of your Content from Website’s servers and directories and (iv) prohibit you from using the Website Service and/or the Website.

11.2 Survival. Notwithstanding Section 11.1 above, these TOS will survive indefinitely unless and until Website chooses to terminate these TOS.

11.3 Effect of Termination. If you or Website terminates your use of the Website or the Website Service, Website may delete any Content or other materials relating to your use of the Website Service on Website’s servers or otherwise in its possession and Website will have no liability to you or any third party for doing so.

• 12. Contact Us and Notices.

Except as expressly set forth herein, all notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Website, you must use the following addresses: 12 Beaumont Rd, Wallingford, CT 06492 or Legal@Websitesportswear.com or you can call us at the toll-free number set forth at https://www.Websitesoftwear.com/contactus.php. If Website provides notice to you, Website will use the contact information provided by you to Website. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.

13. ARBITRATION AND CLASS ACTION WAIVER.

13.1 Informal Process First. You agree that in the event of any dispute between you and Website related to these TOS, the Website or the Website Service (a “Dispute”), you will first contact Website 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.

13.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining Dispute will be resolved by arbitration. You and Website 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 “LAST REVISED” date of these TOS). 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 TOS will take place on an individual basis - class arbitrations and class actions are not permitted. You understand that by agreeing to these TOS, you and Website are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Website will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

13.4 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Website will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

13.4 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these TOS by sending written notice of your decision to opt-out to the contact information set forth in Section 12 above. The notice must be sent to Website within thirty (30) days of your registering to use the Services or agreeing to these TOS, otherwise you shall be bound to arbitrate disputes in accordance with these TOS. If you opt-out of these arbitration provisions, Website also will not be bound by them.

• 14. Miscellaneous.

14.1 California Residents. If you are a California resident, then in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at XXX

14.2 General. These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law principles. You and Website agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms. The TOS are not assignable or transferable by you without the prior written consent of Delaware. These TOS (including the Order Terms and Conditions and all of the policies and other agreements described in these TOS, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and Website are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS. The invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision of these TOS, all of which will remain in full force and effect.