Terms of Service
Last Updated: March 24, 2022
Table of Contents
- LEPRIX INC. WHOLESALE TERMS OF SERVICE
- LEPRIX INC. WHOLESALE RETAILER TERMS OF SERVICE
- LEPRIX INC. WHOLESALE SUPPLIER TERMS OF SERVICE
1. Overview and Acceptance of Use
LePrix, Inc. (“LePrix Wholesale”) is a curated wholesale online marketplace connecting pre-owned luxury sellers (“Suppliers”) with retail buyers (“Retailers”), accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Terms of Service (“Terms”), the terms “LePrix”, “our”, “us”, and/or “we” refer to LePrix. The terms “you” and/or “your” refer to any visitor of the Site and/or the Application and any user of the Services, including any Member (as defined below). These Terms govern your access to and use of the Services and Collective Content (defined below), and constitute a binding legal agreement between you and LePrix.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES (INCLUDING BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ONTO THE SERVICES), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS. THIS APPLIES WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICES. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR COLLECTIVE CONTENT.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE INDIVIDUAL DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU SHOULD THERE BE A DISPUTE. YOUR AGREEMENT TO THESE TERMS INDICATES YOUR EXPRESS ACKNOWLEDGEMENT AND AGREEMENT THAT YOU HAVE READ AND UNDERSTAND HOW THE ARBITRATION PROVISION SET FORTH IN SECTION 26 BELOW WORKS.
LePrix Inc allows third party Suppliers to list and sell their items in LePrix Wholesale marketplace on the Site and Services. Suppliers’ items will be made available for sale on all of our Sites and mobile applications. Retailers and Suppliers must have an account to purchase or sell items on the LePrix Wholesale platform (see Section 4).
- Auction: Retailers may place bids on the platform for specific items in LePrix Wholesale Auction. If a Supplier uses the LePrix Wholesale Auction platform to place an item for a fixed or minimum price, the Supplier makes a binding offer to conclude a contract for this item at this fixed or minimum price. If a Retailer uses the LePrix Wholesale Auction platform to place a maximum offer bid offering a fixed or maximum price for a specific item, the Retailer makes a binding offer to conclude a contract for this item at the won price. LePrix reserves the right to limit the amount or value of a Retailer’s bids at any time.
- Stock: Suppliers may list their items with the “buy now” function. If the Retailer uses the “buy now” feature, Retailers contractually agree to pay for items purchased.
In these scenarios the contract is concluded between Retailer and Supplier under the condition that the item is as described by the Supplier.
A further description of the marketplace process and the rules applicable to buyers and sellers is available on our FAQ page, as updated from time to time. While LePrix as the platform provider helps facilitate transactions that are carried out on the LePrix Wholesale platform, LePrix is neither the Retailer nor the Supplier of the Supplier’s items. LePrix provides a venue for Retailers and Suppliers to complete transactions. Accordingly, the contract formed at the completion of a sale for these third party items is solely between the Retailer and Supplier. Although LePrix might provide historical pricing data to the Retailer and Supplier, we do not set prices for the items and LePrix is not an auctioneer.
The Services are accessible to certain international Suppliers and Retailers. LePrix may provide access to certain features and tools to international Suppliers and Retailers, such as estimated local currency conversion and integrated international shipping, customs and tax tools. Suppliers and Retailers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
We reserve the right, at our sole discretion to modify, suspend, discontinue or terminate the Services or any content, feature or material we provide thereon, or to modify these Terms, at any time and without prior notice, and have no obligation to update any information thereon. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to users, including Members. You agree that it is your responsibility to monitor changes to our Services. If we modify these Terms we will post the modification on the Site or via the Application and/or provide you with notice of the modification. By continuing to access or use the Services thereafter, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
3. Key Definitions
- “Collective” means, collectively, LePrix Content and Member Content.
- “Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
- “LePrix Content” means Content that LePrix makes available through the Services including any Content licensed from a third party, but excluding Member Content.
- “Member” means a business that has a LePrix account, as described under the “Account Registration” section below.
- “Member Content” means Content that a Member either provides to post or posts itself, uploads, publishes, submits or transmits to LePrix to be made available through the Services, including item listings by Suppliers.
4. Account Registration
To access certain features of the Services and to post any Member Content thereon, you must register to create an account (“Account”) and become a Member. LePrix offers two types of Accounts. The first is a “Retailer Account” for buyers who purchase goods through the Services for the purpose of resale (“Retailers”). The second is a “Supplier Account” for sellers who offer to sell and/or sell their goods to Retailers through the Services (“Supplier”). Member Accounts may be created by LePrix on Member’s behalf to access LePrix Wholesale or on Retailer or Supplier. Each type of Account gives access to different aspects of the Services.
You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
5. Account Levels
By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased and any applicable taxes and other fees that may accrue, and authorize us to charge the payment method with the information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. We reserve the right to correct any errors in pricing. We, and the Supplier, have the right to refuse any order.
The Services and Collective Content are each protected by copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that the Services and Collective Content, excluding your specific Member Content, including all associated intellectual property rights, are the exclusive property of LePrix, its licensors and/or other providers of such material. Other than expressly stated herein, there are no implied licenses granted under these Terms. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Collective Content. Additionally LePrix is the owner of pending, registered and/or unregistered trademarks, trade dress and trade name appearing on the Services, including the LePrix name and logo, and all related names, logos, item and service names, designs and slogans. You agree to not use such marks without LePrix’s prior written permission. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
7. License Granted by LePrix
- License Grant. Subject to the terms and conditions of these Terms, LePrix grants you: (a) a non-transferable, non-exclusive, revocable, limited license, with no right to sublicense, to use and access the Services, and to view any Collective Content to which you are permitted access solely for the purposes set forth in these Terms; and (b) a limited non-exclusive, revocable, non-transferable license to download and install a copy of the Application on your device solely in connection with your use of the Services.
- Restrictions. Except as otherwise stated, the rights granted herein are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services or Collective Content; (b) you shall not copy, reproduce, disseminate, distribute, modify, adapt, create derivative works of, publicly display, publicly perform, stream, broadcast, republish, download, disassemble, reverse compile, reverse engineer, store, post or transmit any of the material or content on our Services; and (c) you shall not interfere with or circumvent any feature of the Services, including any security or access control mechanism, in whole or in part, except as permitted in these Terms. Except as expressly granted in these Terms, no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by LePrix, its licensors or others. If you violate the rights of LePrix, its licensors or others, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.
8. License Granted by Member
We may, in our sole discretion, permit Members to, post, upload, publish, submit or transmit Member Content to us. By providing or otherwise making Member Content available to LePrix on or through the Services, you hereby grant to LePrix a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Member Content on, through or by means of the Services and/or any of LePrix’s advertising, marketing, publicity or other initiatives or events. LePrix does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Member Content.
You acknowledge and agree that you are solely responsible for any and all Member Content that you make available through the Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all such Member Content or you have all rights, licenses, consents and releases necessary to grant to LePrix the rights in such Member Content as contemplated under these Terms; and (b) neither the Member Content or any portion thereof nor your posting, uploading, publication, submission or transmittal of the Member Content or LePrix’s use of the Member Content (or any portion thereof) on, through or by means of the Services and/or third party platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous, misleading, or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Member Content you make and its accuracy. LePrix takes no responsibility and assumes no liability for any Member Content posted by you or any third party, and you agree to indemnify LePrix per the terms of the Indemnification section herein.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that if you submit any Feedback to us (through any communication channel), you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
10. Reliance on Information Posted
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site or user of the Services, or by anyone who may be informed of any of its contents.
The Services include content provided by third parties, including materials provided by other users, Members, bloggers and third party licensors. All statements and opinions expressed in these materials, and all articles and responses to questions and other Content, other than the Content provided by LePrix, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of LePrix. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
11. Links to Third Party Websites
The Services may contain links to third-party websites or resources. You acknowledge and agree that LePrix is not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the Content, items or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by LePrix of such websites or resources or the Content, items or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, items, or services on or available from such websites or resources. Also, Apple Inc. (“Apple”) and Google, Inc. will be a third party beneficiary to these Terms if you access the Services using applications developed for Apple iOS or Android, respectively. These third party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these applications or devices is subject to terms set forth in their respective terms of service and privacy policies.
12. Prohibited Uses
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.
- Use, embed, display, mirror or frame the Site or Application, or any individual element within the Services, LePrix’s name, any LePrix trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without LePrix’s express written consent or as enabled by features made available by LePrix (e.g., widgets) (you may link to LePrix’s homepage, so long as you do not imply or suggest any form of association, approval or endorsement on our behalf without our express written consent but you may not link to the Site in a libelous, misleading or otherwise unlawful manner, or in any manner that violates these Terms);
- Access, tamper with or use non-public areas of the Site or Application, LePrix’s computer systems or the technical delivery systems of LePrix’s providers;
- Attempt to probe, scan, or test the vulnerability of any LePrix system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LePrix or any of LePrix’s providers or any other third party (including another user) to protect the Services or Collective Content;
- Attempt to access or search the Services or Collective Content or download Collective Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by LePrix or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to, through, or with any assistance from, the Services;
- Use any meta tags or other hidden text or metadata utilizing a LePrix trademark, logo URL or item name without LePrix’s express written consent;
- Use the Services or Collective Content in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Collective Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services or Collective Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Services;
- Impersonate or misrepresent your affiliation with any person or entity;
- Circumvent or manipulate our fee structure, the billing process, any fees owed to LePrix, or any technical measures we use to provide the Site or Services;
- Fail to deliver payment for items purchased by you;
- Transfer or share your account and User I.D. or account with a third party without our consent;
- Create accounts that misrepresent your identity or use the personal information of others;
- Use the Site or the Services if you have been previously suspended or removed from the Site or Services or engaged in any activity that could result in suspension or removal from the Site or Services;
- Directly or indirectly manipulate the price of any item or interfere with other Seller’s offerings;
- Violate any applicable law or regulation; or
- Encourage or enable any other third party to do any of the foregoing.
LePrix will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. LePrix may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that LePrix has no obligation to monitor your access to or use of the Services or Collective Content, or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. LePrix reserves the right, at any time and without prior notice, to remove or disable access to any Member Content or Collective Content that LePrix, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Services. LePrix reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if LePrix suspects illegal activity may be taking place.
13. Text Messages and Telephone Calls
LePrix, and those acting on LePrix’s behalf, may contact you by telephone or text message (including through use of an automatic telephone dialing system) at the phone numbers you have provided to us. These messages may include operational messages about your use of the Service. You understand that you are not required to consent to communications as a condition of purchasing any property, goods or services. You may opt out of receiving telephone calls or text messages from us at any time, either by texting the word “STOP” in response to a text message received from us using the mobile device that is receiving the messages. You may continue to receive text messages for a short period while LePrix processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality of the Services. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. You can also email [email protected] to request opting out.
14. Procedure for Claiming Intellectual Property Infringement – DMCA Notice
LePrix respects intellectual property laws and expects its users to do the same. It is LePrix’s policy to terminate, in appropriate circumstances, Members or other account holders who infringe or are believed to be infringing the intellectual property rights of others.
It is LePrix’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office, LePrix will respond expeditiously to claims of copyright infringement identified in the sample notice below.
If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Sites by completing the following DMCA Notice of Alleged Infringement and delivering it to LePrix’s Designated Agent. Upon receipt of the Notice as described below, LePrix will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Sites.
DMCA Notice of Alleged Infringement (“Notice”)
- Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material that you claim is 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 permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site(s) where such material may be found.
- Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
- “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
- “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to LePrix’s Designated Agent:
c/o Barnes Legal P.C.
11 Broadway #615
New York, NY 10004
15. Information We Collect About You
16. Termination and Account Cancellation
If you breach any of these Terms, LePrix will have the right to suspend or disable your Account or terminate these Terms, in its sole discretion and without prior notice to you. LePrix reserves the right to revoke your access to and use of the Services and Collective Content at any time, with or without cause. In the event LePrix terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to [email protected].
THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LePrix EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LePrix MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. LEPRIX MAKES NO WARRANTY REGARDING THE QUALITY OF ANY itemS, SERVICES OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LePrix OR THROUGH THE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT LePrix DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES LePrix MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. LePrix MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
You agree to defend, indemnify, and hold LePrix, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Terms, and/or any law or the rights of a third party, and/or your use of the Services, including your Member Content.
19. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER LePrix NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE itemS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), item LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LePrix HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL LEPRIX’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT EXCEED US$100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LePrix AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
20. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Terms will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
21. Export Control
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct item thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
You may not assign or transfer these Terms, by operation of law or otherwise, without LePrix’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. LePrix may assign or transfer these Terms in its sole discretion without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (a) by LePrix via email (in each case to the primary account email address that you provide); (b) by posting to the Site; or (c) via the Application. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
24. DISPUTE RESOLUTION – ARBITRATION
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.
You and LePrix agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to: (a) bring an individual action in small claims court; (b) the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; (c) pursue an enforcement action through the applicable federal, state or local agency if that action is available; and (d) seek injunctive relief in a court of law in aid of arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU AND LePrix ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and LePrix otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced (15+ years practicing) attorney licensed to practice law in the state of California.
Arbitration Location and Procedure. Unless you and LePrix otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed US$10,000, then the arbitration will be conducted solely on the basis of documents you and LePrix submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds US$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent, to the extent permitted by law, with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. If applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this Dispute Resolution provision to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.
Changes. Notwithstanding the provisions of the “Modification” section above, if LePrix changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of LePrix’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and LePrix in accordance with the arbitration provisions of this “Dispute Resolution” section (however entitled) as of the date you first accepted these Terms or accepted any subsequent changes to these Terms.
25. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between LePrix and you regarding the Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between LePrix and you regarding the Services and Collective Content.
The failure by LePrix to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of LePrix. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Throughout these Terms, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of these Terms or your use of the Services will survive.
27. Contact Us
If you have any questions about these Terms, please contact LePrix at:
4641 Montgomery Ave
Bethesda, MD 20184