Terms of Service

Effective Date:  November 7^th 2022

THESE TERMS OF SERVICE REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTIONS.  PLEASE REVIEW SECTION 13 (BINDING ARBITRATION AND WAIVER OF CERTAIN RIGHTS) TO LEARN MORE.

Please read these Shop The Scenes Terms of Service (these “Terms”) carefully, as it governs your access and use of the Shop The Scenes-branded website (including ShopTheScenes.com and all corresponding web pages and websites associated with the foregoing URL) (“Site”), and any applications, content, products, and services offered or made accessible by Shop The Scenes (collectively, “Products” or “Services”, as applicable).  The Services are made available to you by or on behalf of Shoppable TV, LLC and its affiliated companies (including successors and assigns, “Shop The Scenes,” “we,” “us” or “our”).  “You” refers to you as a user of the Site or Services.

By accessing or using the Services, you expressly agree to comply with these Terms and any additional terms and conditions that we provide or make accessible to you, including in connection with additional services, products, and promotional offers we may offer or make available to you (“Additional Terms”). The Privacy Policy and any Additional Terms are hereby incorporated into these Terms by reference as though fully set forth herein. To the extent that there is a conflict between these Terms and the Additional Terms, the Additional Terms shall govern. Any capitalized terms that are not defined in these Terms shall have the meaning ascribed in the Privacy Policy and Additional Terms, as applicable.

1. Eligibility and Compliance.

Use of the Services is limited to users sixteen (16) years of age and older. By using the Services, you represent and warrant that: (a) you are at least sixteen (16) years of age; (b) you have not previously been suspended or removed from the Services; and (c) your use of the Services shall comply with laws, rules and regulations to which you are subject, including any terms, conditions or requirements promulgated by any provider of a Third Party Platform. Certain features of the Services may be subject to heightened age and/or other eligibility requirements and restrictions. If you are a user between the ages of sixteen (16) and the age of majority in your jurisdiction of residence, please review these Terms with your parent or guardian. Your parent or guardian must agree to these Terms on your behalf and parental discretion is advised for all users under the age of eighteen (18). The Services are based in the United States and provided for access and use only by users located in the United States (the “Territory”). You may not access the Services outside the Territory.

2. Access to and Use of the Services.

2.1 Services. Subject to these Terms, the Services may enable users to access certain features, functionality, and content, which may include an interactive shopping experience where users may explore virtual spaces and browse and purchase Products.

2.2 Third Party Platforms. Certain aspects of the Services may be dependent on or interoperate with third-party owned and/or operated platforms (“Third Party Platforms”) and may require that you use such Third Party Platforms to access, use, or pay for certain Services. You acknowledge and agree that your use of such Third Party Platforms are subject to the applicable Third Party Platform’s respective terms, conditions and policies, and in the event of a conflict between such Third Party Platform’s terms, conditions and policies and these Terms, the terms, conditions and policies of such Third Party Platform shall govern and control. Complaints, claims, concerns, or questions regarding your use of any Third Party Platform should be directed to the applicable Third Party Platform.

2.3 User Accounts. Certain aspects of the Services may require you to create an account by completing a registration form and selecting a user ID and password. You represent and warrant that all registration information and personal details that you provide to us will be true, current and complete, and you agree to update such information as applicable so that it continues to be true, current and complete. Your account is personal to you and may not be used by any other person. You agree to contact us at help@shopthescenes.com if you become aware of any unauthorized use of the Services on your account. You are fully responsible for all materials, content, and information that you upload, post or otherwise transmit via the Site or Services, and all activities that occur under your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

2.4 Data and Wireless Access Charges. Some Services may require data access, and the provider of data access (e.g., network operator, wireless carrier, etc.) for your device may charge you data access fees in connection with your use of such Services, including wireless carrier messaging and other communication, messaging and data fees and charges. Under no circumstances will Shop The Scenes be responsible for any data access fees and charges in connection with your use Services, including wireless internet, email, text messaging, or other charges or fees incurred by you (or any person that has access to your account).

3. Third Party Platforms, Services and Content

The appearance, availability, or your use of (a) URLs or hyperlinks referenced or included anywhere in connection with the Site or Services or any other form of link or re-direction of your connection to, with or through the Site or Services; or (b) any third party content, websites, advertisements, promotions, data, applications, platforms, products, services or materials, including Third Party Platforms ([a] and [b] collectively, “Third Party Services”) does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Shop The Scenes or its successors and assigns, directors, officers, employees, representatives, agents, licensors, advertisers, suppliers, partners or service providers (collectively, “Affiliates”). We do not verify, endorse, or have any responsibility for Third Party Services and any third party business practices, regardless of whether Shop The Scenes’ logos, marks, names and/or sponsorship or other identification is on or near the Third Party Services. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability in connection with any use, collection or disclosure by or in connection with such Third Party Services. Accordingly, we encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Third Party Service you use.

4. Payment Terms and Policies. Purchase of and payment for Products and Services shall be subject to these Terms and the applicable Additional Terms, including the Shipping and Return policy which is available at https://www.shopthescenes.com/pages/shipping-returns.

4.1 Payment Method. When you make a payment through the Services, you agree to provide a valid credit card or other permitted payment method (“Payment Method”). When you initiate purchases of certain Products or Services (each, an “Order”), you expressly authorize us (or our third-party payment processor) to charge your chosen Payment Method and any applicable VAT and/or other taxes for such Order. We may ask you to supply additional information relevant to your Order, including your credit card information, and your email and postal addresses for billing and shipping notifications (such information, “Payment Information”). You represent and warrant that you have the legal right to use any such Payment Methods and provide such Payment Information. When you initiate an Order, you may have the ability to pay through your account with the applicable Third Party Platform (“External Account”), in which case, your billing relationship will be directly with that Third Party Platform, and additional terms and conditions may apply. Purchases made through such Third Party Platform must be managed through your External Account. You expressly consent to the use of such Third Patty Platforms to facilitate any and all Orders you elect to make through the Services.

4.2 Product and Service Descriptions. While we attempt to be as accurate as possible when describing the Products and Services, the information contained on the Services is for general information purposes only, and we do not warrant that any Product or Service descriptions are accurate, complete, reliable, or error-free. The prices and descriptions of the Products and Services on the Services may be revised by us at any time and do not constitute an offer to make a purchase. If you purchase a Product through the Services, and you believe such Product is not accurately described on the Services, your sole remedy is to return the Product in accordance with our Shipping and Returns Policy.

4.3 Placing Orders. All Products and/or Services are subject to availability and all Orders are subject to our acceptance. An Order will be deemed accepted by us when we accept your payment and dispatch your Order ("Acceptance"). Any email acknowledgement of your Order does not constitute our Acceptance of your Order. We reserve the right at all times to decline to process or accept any Order received from or through the Services at our sole discretion. Payment in full, without set-off, counterclaim or withholding of any kind, is required prior to our Acceptance. We will charge your chosen Payment Method before or around dispatch of the applicable Products.

4.4 Pricing. In the event of any pricing discrepancy, the price presented to you upon our Acceptance of your Order shall control. Before our Acceptance of the applicable Order, we shall have the right to modify the prices reflected in your Order to account for any fluctuations in the cost of providing the applicable Products or Services. Unless indicated otherwise in the applicable Additional Terms, all prices of the Products and/or Services listed on the Site shall be exclusive of (where applicable): (a) shipping fees; (b) any sales and/or import taxes or duties, and/or customs charges; and (c) Cross Border Fees (as defined below) (collectively, the "Additional Cost"). You are responsible for all such Additional Cost.

4.5 Product Delivery and Risk. Any delivery timelines stated in the Shipping and Returns Policy or in any other acknowledgements are non-binding and for estimation purposes only. Under no circumstances shall we be liable to you or any third party for any shipping or delivery delays. Notwithstanding anything to the contrary herein, the risk of loss or damage to Products passes to you on the earlier of: (a) delivery to the address indicated in the applicable Order; or (b) when placed in your possession or that of any carrier designated by you. Further, without limiting any other rights or remedies available to us, we reserve the right to: (i) effectuate delivery by any means we consider appropriate, at your expense; and/or (ii) charge you for any costs incurred as a result of your rejection or failure to accept delivery, including any storage cost.

4.6 Cancellation and Refunds. ALL ORDERS ARE FINAL AND YOU WILL NOT BE ABLE TO CANCEL AN ORDER AND/OR RECEIVE A REFUND EXCEPT AS EXPRESSLY PROVIDED IN THE SHIPPING AND RETURNS POLICY. You acknowledge and agree that in the event that we agree, in our sole discretion, to grant you a refund with respect to your Order, such refund shall exclude any cross border fees that credit card companies may charge for the processing of any payment ("Cross Border Fees"). For the avoidance of doubt, we reserve the right to cancel your Order for any reason.

5. Restrictions

You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account.  Our goal is to create a positive, useful, and safe user experience.  To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us.  When you use the Site, Products, or Services, you shall not do or attempt to do any of the following:

• engage in or encourage conduct that would violate any applicable local, state, national or international law, rule, regulation, judicial or government order or treaty or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity, or other rights of ours or of any person or entity;
• submit, post, email, display, transmit or otherwise make available through the Site or Services any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; copy, record, embed, stream capture, reproduce, duplicate, archive, distribute, upload, publish, translate, broadcast, perform, display, transmit, or retransmit the Site or Services or any elements thereof, or otherwise violate, infringe, or misappropriate intellectual property, privacy, publicity, or other legal rights of Shop The Scenes or any person or entity;
• rent, lease, sub-license, loan, provide, or otherwise make available, the Site, Services, or any element thereof, in any form, in whole or in part to any person or entity;
• decompile, disassemble, reverse engineer, modify, or create derivative works based on the Site or Services or any related or implemented software or technology;
• build or otherwise develop a business, product, or service utilizing or otherwise monetizing the Site, Products, or Services, whether or not for profit;
• use any robot, spider, site search/retrieval application, or other automated means to retrieve, scrape, or index any portion of the Site or Services or to collect information about its users for any unauthorized purpose;
• use any device, software or routine that interferes with the proper working of the Site or Services or introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
• impersonate any person or entity or falsely state or otherwise represent your affiliation with any person or entity, or transmit or otherwise make available on, through, or in connection with the Site or Services any false or misleading indications of origin, information or statements of fact;
• bypass, avoid, interfere with, or otherwise circumvent any technological or access control measures implemented by us or any of our providers or any other third party (including another user) to protect content, the Site or Services, including geo-filtering mechanisms; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

Shop The Scenes assumes no responsibility for removing, or monitoring the Services for any inappropriate, false, incorrect, misleading, deceptive or unlawful content, information, materials or conduct. Shop The Scenes reserves the right to investigate and take appropriate action against anyone who, in Shop The Scenes’ sole discretion, violates, or is suspected of violating, this Agreement, including removing any User Posting from the Services at any time.

6. User Postings.

The Services may provide you and other users with an opportunity to submit, post, email, display, transmit or otherwise make available comments, reviews, links, materials, images, opinions, messages and other content and information via the Services (each, a “User Posting”, and collectively, “User Postings”). When you submit User Postings, you may also be asked to provide information about you and your submission. This may include such things as you name, information about the User Posting, your location, activity, preferences, photographs, media and/or similar information. You acknowledge and agree that all User Postings made by means of or in connection with any portion of the Services are public and that (a) you have no expectation of privacy in any User Posting, including any photograph; and (b) no confidential, fiduciary, contractually implied or other relationship is created between you and Shop The Scenes by reason of your transmitting a User Posting to any area of or in connection with the Services.  Further, you understand that by using the Services, you may be exposed to other people’s User Postings that could be offensive, incorrect, indecent or objectionable and, as such, Shop The Scenes does not guarantee the accuracy, integrity, quality or content of any User Postings. Under no circumstances shall Shop The Scenes be liable in any way for any loss or damage of any kind incurred as a result of any User Postings submitted, uploaded, posted, emailed, displayed, transmitted or otherwise made available. 

In connection with all User Postings you submit, post, email, display, transmit or otherwise make available, you grant to Shop The Scenes the unrestricted, worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free right and license, in any form or format, on or through any media or medium and with any technology now known or hereafter developed, to use, host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your User Posting on the Services and in connection with any of Shop The Scenes’ businesses (including its successors and assigns), including for promotional purposes.

You also represent and warrant that (i) you own the User Posting or are otherwise authorized to grant the rights, licenses and privileges described in this Agreement and to perform and comply with all of the requirements set forth herein; (ii) your submission, uploading, posting, emailing, displaying, transmission and/or making available of User Postings does not violate this Agreement, any rights of any other party or entity, any of your obligations, any law, rule or regulation; (iii) you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and conditions; and (iv) you hold and shall continue to hold all ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement and shall pay for all royalties, fees, and any other monies owing to any person or entity by reason of your User Postings.

7. Ownership

The Services, and all aspects thereof including the trademarks, graphics, design, content, User Postings, and software associated therewith are the sole and exclusive property of Shop The Scenes, its affiliates, suppliers, licensors, or other third parties. The Services are protected by U.S. and international intellectual property and/or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. We and/or our licensors, as applicable, hereby reserve all rights, titles, and interests in and to all of the copyrights, trademarks, trade secrets, and other proprietary rights in and to the and Services that are not expressly granted to you by these Terms. If you believe that the Services contain elements that infringe your intellectual property rights, please contact us at legal@shopthescenes.com.

8. Privacy

Your privacy is very important to us.  All information we collect or you provide through the Services is subject to our Privacy Policy located at https://www.shopthescenes.com/pages/privacy-policy (the “Privacy Policy”). By using the Services, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

9. Modification; Termination

The Services available to you may vary by geographic location and will change from time to time. We reserve the right to modify, restrict, suspend, or discontinue, temporarily or permanently, all or any aspect of the Services at any time and without notice, with respect to any or all users. We may, with respect to any or all users, experiment with or otherwise offer certain features or other elements of the Services, including promotional features, product features and functionality, pricing, and advertisements. You agree that we may do any of the foregoing in our sole and absolute discretion at any time without notice to you, except to the extent expressly and specifically stated otherwise herein. You also agree that we will not be liable to you for any modification, suspension, unavailability, or discontinuance of the Services or any user account. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

10. DMCA and Copyright Policies.

If you are a copyright owner or an agent thereof and believe that any content on the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services;
• 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 permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address;
• A statement that you have 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; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Written notification of claimed infringement must be submitted to our Designated Agent at copyright@shopthescenes.com or Shop The Scenes at 335 North Maple Drive, Suite 340, Beverly Hills, CA 90210, Attention: Legal Department.

For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to Shop The Scenes customer service by sending an email to help@shopthescenes.com. You acknowledge and agree that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

If your content was removed (or access thereto was disabled) and you believe that such content is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to make such content available to Shop The Scenes for use on the Services, you may send a counter-notice containing the following information to our designated agent:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
• A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
• Your name, address, telephone number, and, if applicable, e-mail address, and a statement that you shall accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our Designated Agent, Shop The Scenes may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Shop The Scenes’ sole discretion.

11. Disclaimer and Limitations on Our Liability

YOUR USE THE SITE, PRODUCTS, AND/OR SERVICES IS AT YOUR OWN RISK.  THE SITE, AND ALL PRODUCTS, USER POSTINGS, AND SERVICES MADE AVAILABLE THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOP THE SCENES AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 

IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOP THE SCENES AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY THIRD PARTY SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES.  SHOP THE SCENES AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY:  (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION ON THE SITE OR SERVICES; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE, PRODUCTS, OR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. 

You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

12. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Shop The Scenes and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorney’s fees and legal costs) of any kind or nature, relating to (a) any actual or alleged breach of these Terms or applicable law by you or anyone using your account; (b) your User Postings; and/or (c) your use of the Site, Products and/or Services. Shop The Scenes reserves the right to assume exclusive defense and control of any matter subject to indemnification by you and, in such case, you agree to cooperate with Shop The Scenes in the defense of such matter.

13. Binding Arbitration and Waiver of Certain Rights

PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING FROM THESE TERMS AND/OR YOUR USE OF THE SITE, PRODUCTS, AND/OR SERVICES IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor Shop The Scenes will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings.

You and Shop The Scenes agree to arbitrate, as provided below, all disputes between you (including any related disputes involving Shop The Scenes or its Affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights. “Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and us concerning the Services or these Terms, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and Shop The Scenes empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of these Terms are void or voidable.

In the event of a dispute, you or Shop The Scenes must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to Shop The Scenes at 335 North Maple Drive, Suite 340, Beverly Hills, CA 90210, Attention: Legal Department, Email: legal@shopthescenes.com. We will send any notice of dispute to you at the contact information we have for you. You and Shop The Scenes will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After that sixty (60) day period and not before, you or we may commence an arbitration proceeding. You may instead litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.

If you and Shop The Scenes do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in New York, New York, provided, however, that if circumstances prevent you from traveling to New York, JAMS may hold an in-person hearing in your hometown area. You and Shop The Scenes agree to submit to the exclusive jurisdiction of the State and Federal Courts situated in New York, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.

In accordance with the JAMS Rules, the party initiating the arbitration (either you or Shop The Scenes) is responsible for paying the filing fee. However, if the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, we will reimburse you for the filing fees you incurred. Nothing in this arbitration provision shall be construed as consent by Shop The Scenes to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Services or these Terms.

14. Choice of Law and Jurisdiction.

These Terms are governed by, and construed in accordance with, the laws of the State of New York without giving effect to conflicts of law principles. To the extent that the arbitration provision outlined in Section 13 (Binding Arbitration and Waiver of Certain Rights) is not applicable (e.g., when confirming an arbitration award), you and Shop The Scenes agree to submit to the exclusive jurisdiction of the State and Federal Courts situated in New York County in the State of New York.

15. Other Provisions

These Terms contain the entire understanding and agreement between you and Shop The Scenes concerning the Services and supersedes any and all prior or inconsistent understandings relating to the Services and your use thereof. If any provision of these Terms is held to be illegal, invalid, or unenforceable, this shall not affect any other provisions and these Terms shall be deemed amended to the extent necessary to make it legal, valid, and enforceable. The terms “include,” “includes,” and “including,” whether or not capitalized, mean “include, but are not limited to,” “includes, but is not limited to,” and “including, but not limited to,” respectively and are to be construed as inclusive, not exclusive. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of these Terms; however, no action arising out of these Terms or your use of the Services, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). The failure of Shop The Scenes to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms and any rights, licenses, and privileges granted herein, may not be transferred or assigned by you without the prior written approval of Shop The Scenes but may be assigned or transferred by Shop The Scenes without restriction, notice, or other obligation to you.

16. Changes to these Terms

We reserve the right to change all or any portion of these Terms at any time in our sole and absolute discretion by posting a revised version of these Terms on the Site.  Those changes will go into effect on the date shown in the revised Terms.  By continuing to access or use the Site or Services after the revised Terms become effective, you are agreeing to the revised Terms. 

Please print a copy of these Terms for you records and PLEASE check the Site frequently for any changes to these Terms.