Effective Date: __________, 2013 [INSERT DATE POSTED ON WEBSITE].


Introduction and Overview

Welcome to Coast-Wide!  You have arrived at www.coast-wide.com, which isowned and operated by Brand Sense Partners, LLC (“BSP,” “we,” “our,” or “us”).  These Terms of Service (“Terms”) govern your use of any online services location (e.g., website or mobile app) that posts a link to these Terms (each a “Site”), regardless of how you access or use the Site, whether via personal computers, mobile devices or otherwise.  By using the Site, you acknowledge and accept the Site’s Privacy Policy [LINK] and consent to the collection and use of your data in accordance with the Privacy Policy [LINK].  By using the Site, you further agree that BSP may change, alter, or modify the settings or configurations on your Device (defined below) in order to allow for or optimize your use of the Site.

It’s important that you read these entire Terms; but to help facilitate your review, here are some of the more significant terms we want to bring to your initial attention that are further detailed below.  Capitalized terms have the meanings given to them where defined in these Terms.

• Each time you use the Site, these Terms and any applicable Additional Terms (defined below) then posted apply so you should check back each time you return for any updates.

• Click here [LINK] for a summary of each section of these Terms.  You may click on the topic for full details.

• You may only use the Content (defined below) on the Site in connection with your permitted activities on the Site and not in an offline environment or in connection with another site or services. (Section 1 [LINK] and Section 3 [LINK]) [All section references should be active hyperlinks to relevant section]  You grant us a broad license to content you submit or post. (Section 2 [LINK])

• Except as set forth in the Privacy Policy [LINK] that applies to the Site, you and we do not have a confidential, fiduciary, or any other special relationship by virtue of your use of the Site or your communications to us through or related to the Site. (Section 2 [LINK])

• You consent to our Privacy Policy [LINK] and our practices detailed in it, including targeted advertising.

• Many types of disputes that may arise in connection with your access to and use of the Site are subject to mandatory arbitration – which includes your waiver of a right to a jury trial. (Section 11 [LINK])

• We are providing the Site to you on an “as-is” basis, without any warranty of any kind, and our liability to you in connection with your use of the Site is very limited.  Many other limitations and disclaimers relate to your use of the Site.  (Section 12 [LINK] and Section 13 [LINK])

To print our full Privacy Policy, click here [LINK].  To print our full Terms of Service, click here [LINK].  [NOTE:  The print instructions should only go on online versions.]  To receive copies of both documents by e-mail, click here [LINK].  To review the full Terms, keep reading.

If You Want to Use The Site,

then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations.  The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.

Each time you access and/or use the Site (other than to simply read these Terms), you agree to be bound by and comply with the Terms and any Additional Terms (defined below) then posted.  Therefore, do not use the Site if you do not agree.

The business realities associated with operating the Site are such that, without the limitations that are set forth in these Terms – such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes – we would not make the Site available to you.

By accessing and/or using the Site, you agree to be bound by these Terms.  In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Site or to a product offered via the Site (in each such instance, and collectively “Additional Terms”).  To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.  Please also review the terms of the Site’s Privacy Policy [LINK], which you accept by using the Site.

Linkable Terms of Service

[Note:  Each Section of the short summary should directly link to the applicable full Section of the Terms.  In addition, if the user prints or requests the document by e-mail, the full version rather than the linkable sections should be sent.  The following paragraph and linkable short form should not be sent by e-mail or to print.  Also, the termMoreshould link to that section.] 

It is important that you read and understand these entire Terms before using the Site.  To ease review, each section below includes a brief introductory summary and a link to the full explanation.  You can click on the headings and “More” buttons to be taken to the full explanation.  Any capitalized terms that appear in but are not defined in the introduction have the meanings given to them elsewhere in the Terms.  

[Add links to anchors corresponding to the relevant section]

1.                  Site Content, Ownership, Limited License, and Rights of Others [LINK]

We only grant you a limited revocable license to use the Site for your own non-commercial use subject to rules and limitations.  More [LINK]

2.                  Content You Submit [LINK]

You grant us a broad license, which we may sublicense, to the content you submit, which you represent you have the right to allow us to use.  You, however, retain ownership of and responsibility for your content.  More [LINK]

3.                  Site and Content Use Restrictions [LINK]

Your use of our Site is subject to various restrictions designed to protect the Site and our users.  We may change or discontinue our Site in whole or in part.  More [LINK]

4.                   Accounts [LINK]

You may have the opportunity to open, revise and close your Account, subject to certain rules.  We may offer you the ability to make choices regarding how and to whom some aspects of your Account are used and seen, but these may not be completely effective.  More [LINK]

5.                  Notices, Questions and Customer Service [LINK]

Click here [LINK] to contact us for customer service or questions.  You agree we may provide you notices, including of new terms and conditions, by posting notice on the home page or by other reasonable means, such as to the e-mail you provided.  More [LINK]

6.                  Product Specifications; Pricing; Typographical Errors [LINK]

Terms may change and errors may occur.  More [LINK]

7.                   Seller; Risk of Loss [LINK]

All items purchased from the Site are pursuant to a shipment contract, and the risk of loss and title for such items passes to you upon delivery to the carrier.  More [LINK]

8.                  Links By You To The Site [LINK]

You may link to our Site, subject to some basic rules.  More [LINK]

9.                  Third-Party Sites; Dealings With Third Parties [LINK]

We are not responsible for third parties or their content, advertisement(s), apps or services.  For instance, we may make third-party content or services available to you on or via our Site, which we do not control.  Use caution when dealing with third parties.  More [LINK]

10.                  Wireless Features [LINK]

Wireless carrier charges may apply to your use of the Site via your wireless Device.  More [LINK]

11.                  Dispute Resolution [LINK]

You agree to arbitrate most disputes and waive jury trial and class actions.  More [LINK]

12.                  Disclaimer of Representations and Warranties [LINK]

We disclaim most warranties and provide the Site “As Is”.  More [LINK]

13.                  Limitations of Our Liability [LINK]

Our liability is greatly limited.  More [LINK]

14.                  Waiver of Injunctive Or Other Equitable Relief [LINK]

You waive equitable or injunctive relief.  More [LINK]

15.                  Updates To Terms [LINK]

These Terms and any Additional Terms posted on the Site at each time of use apply to that use, and the Terms may be prospectively updated as our Site evolves.  Posting of new Terms on the Site is notice to you thereof.  More [LINK]

16.                  General Provisions [LINK]

You agree to various other terms and conditions, which you should read here, including regarding (a) our control and discretion; (b) the law that governs these Terms; (c) your indemnity of us; (d) accessing the Site from outside of the United States; (e) restriction on the Site for those countries subject to U.S. export controls; (f) enforcement and interpretation of these Terms; (g) communications with us; (h) investigations, cooperation with law enforcement, termination and survival; (i) limit on assignment and delegation of rights and obligations; (j) how waivers may be made; (k) special terms for U.S. government users; (l) CA consumer rights; and  (m)  your responsibility for your connectivity and access.  More [LINK]

17.                  Terms Applicable For Apple iOS [LINK]

There are some other things you should know if you are accessing or using the Site through an Apple Device.  More [LINK]

Full Details of Terms of Service

[Note:  The heading above and the rest of the document should be included in the printable version, and if you enable the functionality, the version e-mailed upon request.  They should also be included in the scroll down version at registration.  For other postings, delete the heading and simply have each applicable section text available when a user clicks on a table of contents or internal text link.]

1. Site Content, Ownership, Limited License, and Rights of Others

A. Content.  The Site contains a variety of: (i) materials and other items relating to BSP and its products and services, and similar items from others, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of BSP (collectively,  “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). 

B. Ownership.  The Site (including past, present, and future versions) and the Content are owned or controlled by BSP, our licensors or certain other third parties.  All right, title, and interest in and to the Content available via the Site is the property of BSP, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible.  BSP owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site. 

C. Limited License.  Subject to your strict compliance with these Terms and any applicable Additional Terms, BSP grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only.  The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in BSP’s sole discretion, and without advance notice or liability.  In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms. 

D. Rights of Others.  In using the Site, you must respect the intellectual property and other rights of BSP and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.  BSP respects the intellectual property rights of others. 

Return to Terms summary and navigation [LINK]

2. Content You Submit

A. User-Generated Content.

(i)  General.  BSP may now or in the future offer users of the Site the opportunity to create, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Site (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”).  BSP may allow you to do this through forums, blogs, message boards, social networking environments, content creation tools, social communities, e-mail, and other communications functionality.  Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.

(ii)  Non-Confidentiality of Your User-Generated Content.  Except as otherwise described in the Site’s posted Privacy Policy [LINK] or any applicable Additional Terms, you agree that (a) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) BSP does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content.  Upon BSP’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any applicable Additional Terms.  You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. 

In your communications with BSP, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or evensuggested improvements to products or services including, without limitation, ideas, concepts, inventions, or designs for apparel, websites, apps, software or otherwise (collectively, “Unsolicited Ideas and Materials”).  Any Unsolicited Ideas and Materials you post on or send to us via the Site are deemed User-Generated Content and licensed to us as set forth below.  In addition, BSP retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials.  BSP’s receipt of your Unsolicited Ideas and Materials is not an admission by BSP of their novelty, priority, or originality, and it does not impair BSP’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

(iii)  License to BSP of Your User-Generated Content.  Except as otherwise described in any applicable Additional Terms (such as a contest official rules), which specifically govern the submission of your User-Generated Content, you hereby grant to BSP, and you agree to grant to BSP, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.  Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services.  In order to further effect the rights and license that you grant to BSP to your User-Generated Content, you also hereby grant to BSP, and agree to grant to BSP, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you.  Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you.  To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.  You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2(A)(iii).

(iv) BSP’s Exclusive Right to Manage Our Site.  BSP may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and BSP may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner.  Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms.  Such User-Generated Content submitted by you or others need not be maintained on the Site by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Site or elsewhere. 

(v) Representations and Warranties Related to Your User-Generated Content.  Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content, (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant BSP the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any obligation to BSP to obtain consent of any third party and without creating any obligation or liability to BSP; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to BSP’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms or any applicable Additional Terms, or cause injury or harm to any person. 

(vi) Enforcement.  BSP has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at BSP’s cost and expense, to which you hereby consent and irrevocably appoint BSP as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest). 

Return to Terms summary and navigation  [LINK]

3. Site and Content Use Restrictions

A. Site Use Restrictions.  You agree that you will not: (i) aside from your purchase of goods offered for sale by BSP or its affiliates, use the Site for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Site that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to BSP; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Site source or object code or any software or other products, services, or processes accessible through any portion of the Site; (v) engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, BSP, or other users of the Site; (vi) interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Site, the Content, or the User-Generated Content; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Site, including e-mail addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Site, other computer systems or networks connected to the Site, through password mining or any other means; or (ix) otherwise violate these Terms or any applicable Additional Terms. 

B. Content Use Restrictions.  You also agree that, in using the Site: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Site by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of BSP or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Availability of Site and Content.  BSP may immediately suspend or terminate the availability of the Site and Content (and any elements and features of them), in whole or in part, for any reason, in BSP’s sole discretion, and without advance notice or liability. 

D. Reservation of All Rights Not Granted as to Content and Site.  These Terms and any applicable Additional Terms include only narrow, limited grants of rights to Content and to use and access the Site.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  All rights not expressly granted to you are reserved by BSP.  Any unauthorized use of any Content or the Site for any purpose is prohibited.

Return to Terms summary and navigation  [LINK]

4. Accounts

In order to access or use some (or potentially all) of the features on the Site, you may need to register through our online registration process at http://www.coast-wide.com [LINK] and create an account(“Account”).  The Site’s practices governing any resulting collection and use of your personal information are disclosed in its Privacy Policy [LINK].

If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive.  We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your Account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Site using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your Account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your Account or any Account rights.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. 

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any applicable Additional Terms, or any applicable law, then we may suspend or terminate your Account.  We also reserve the more general and broad right to terminate your Account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

Return to Terms summary and navigation [LINK]

5. Notices, Questions and Customer Service

You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Site, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you.  You agree to promptly notify us if you change your e-mail or mailing address by updating your Account settings or sending us an e-mail to customerservice@coast-wide.com.  All legal notices to us must be sent to Brand Sense Partners, LLC, Attn: Legal, 10441 Jefferson Blvd., Suite 100, Culver City, CA 90232.

If you have a question regarding using the Site, you may contact our Customer Support by sending an e-mail to customerservice@coast-wide.com or calling us at (310) 867-7225.  You acknowledge that the provision of customer support is at BSP’s sole discretion and that we have no obligation to provide you with customer support of any kind.  We may provide you with customer support from time to time, at our sole discretion.

Return to Terms summary and navigation [LINK]

6. Product Specifications; Pricing; Typographical Errors

We do our best to describe every product offered on this Site as accurately as possible.  However, we are human, and therefore we do not warrant that product specifications, pricing, or other content on the Site is complete, accurate, reliable, current, or error-free.  In the event of any errors relating to the pricing or specifications, BSP shall have the right to refuse or cancel any orders in its sole discretion.  If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge.  Additional terms may apply.  If a product you purchased from BSP is not as described, your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.

Return to Terms summary and navigation [LINK]

7. Seller; Risk of Loss

Brand Sense Partners, LLC, is the seller of apparel on the Site.  All items purchased from the Site are made pursuant to a shipment contract.  This means that the risk of loss and title for such items pass to you upon delivery to the carrier. 

Return to Terms summary and navigation [LINK]

8. Links By You To The Site

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Site, so long as: (a) the links only incorporate text, and do not use any Trademarks, (b) the links and the content on your website do not suggest any affiliation with BSP or cause any other confusion, and (c) the links and the content on your website do not portray BSP or its products in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to BSP.  BSP reserves the right to suspend or prohibit linking to the Site for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

Return to Terms summary and navigation [LINK]

9. Third-Party Sites; Dealings with Third Parties

A. Third-Party Content and Sites.  The Site may contain links to third-party websites that are not owned, controlled or operated by BSP (“Third-Party Sites”), including websites operated by third parties who may have business relationships with BSP.  BSP may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and BSP does not assume any obligation to review any Third-Party Sites.  BSP doesnot endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items.  Furthermore, BSP is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites.  Finally, BSP will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites.  Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites.  BSP disclaims all liability in connection therewith.

B. Dealings with Third Parties.  Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Site (including on or via Third-Party Sites) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  BSP disclaims all liability in connection therewith.

Return to Terms summary and navigation [LINK]

10. Wireless Features

A. Wireless Features.  The Site may offer certain features and services that are available to you via your wireless Device.  These features and services may include the ability to access the Site’s features and upload content to the Site, receive messages from the Site, and download applications to your wireless Device (collectively, “Wireless Features”).  Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features.  Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance.  Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device.  You should check with your carrier to find out what plans are available and how much they cost.  Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features.  You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties.  Further, we may collect information related to your use of the Wireless Features.  If you have registered via the Site for Wireless Features, then you agree to notify BSP of any changes to your wireless contact information (including phone number) and to update your Account on the Site to reflect the changes. 

Return to Terms summary and navigation [LINK]

11. Dispute Resolution

Certain portions of this Section 11 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act.  You and BSP agree that we intend that this Section 11 satisfies the “writing” requirement of the Federal Arbitration Act.  This Section 11 can only be amended by mutual agreement.

A. First – Try To Resolve Disputes and Excluded Disputes.  If any controversy, allegation, or claim arises out of or relates to the Site, the Content, your User-Generated Content,  these Terms, or any applicable Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of BSP’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 11.D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it.  Our notice to you will be sent to you based on the most recent contact information that you provide us.  But if no such information exists or if such information is not current, then we have no obligation under this Section 11.A.  Your notice to us must be sent to:  Brand Sense Partners, LLC, Attn: Legal, 10441 Jefferson Blvd., Suite 100, Culver City, CA 90232.  For a period of sixty (60) days from the date of receipt of notice from the other party, BSP and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or BSP to resolve the Dispute or Excluded Dispute on terms with respect to which you and BSP, in each of our sole discretion, are not comfortable.

B. Forums For Alternative Dispute Resolution 

(i) Arbitration.    If we cannot resolve a Dispute as set forth in Section 11.A within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this Section 11.B.  If we cannot resolve an Excluded Dispute as set forth in Section 11.A within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and BSP consent, in a writing signed by you and an officer or legal representative of BSP, to have that Excluded Dispute subject to arbitration.  In such a case (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section 11.B. 

Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”).  If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA's Supplementary Procedures for Consumer Related Disputes.  If the Dispute has a claimed value of more than $250,000, or if BSP elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules.  The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award.  If you and BSP do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 11.B(i), then this paragraph and the remainder of this Section 11.B will not apply to the Excluded Dispute.

If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Sites Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration Site that you and an officer or legal representative of BSP consent to in writing.  The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.

You can obtain AAA and JAMS procedures, rules, and fee information as follows:

AAA:  800.778.7879 JAMS: 949.224.1810

http://www.adr.org/ http://www.jamsadr.com/

(ii) Nature, Limitations, and Location of Alternative Dispute Resolution.  In arbitration, as with a court, the arbitrator must honor the terms of these Terms (and any applicable Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees).  However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.  All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing.  If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration.  You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require BSP to pay a greater portion or all of such fees and costs in order for this Section 11 to be enforceable, then BSP will have the right to elect to pay the fees and costs and proceed to arbitration.  Discovery will be permitted pursuant to the applicable arbitration rules.  The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based.  Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act. 


D.                  Injunctive Relief.  The foregoing provisions of this Section 11 will not apply to any legal action taken by BSP to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, your User-Generated Content and/or BSP’s intellectual property rights (including such BSP may claim that may be in dispute), BSP’s operations, and/or BSP’s products or services.

E. Small Claims Matters Are Excluded From Arbitration Requirement.  Notwithstanding the foregoing, either of us may bring a qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 11.G.

F. No Class Action Matters.  Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party.  But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 11.B(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 11.B to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 11.G. 

G. Federal and State Courts in Los Angeles.  Except to the extent that arbitration is required in Section 11.B, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Los Angeles, California.  Accordingly, you and BSPconsent to the exclusive personal jurisdiction and venue of such courts for such matters.

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