PROTA FIORI TERMS OF SERVICE AGREEMENT
This Agreement was last updated on December 27, 2019.
This TOS Agreement applies to all users visiting, accessing, or using Our Properties. By clicking the “I accept” button, making a purchase, or browsing our Website, you represent that: (1) you have read, understand, and agree to be bound by this TOS Agreement, (2) you are of legal age to form a binding contract with Prota Fiori, and (3) you have the authority to enter into the TOS Agreement personally or on behalf of the company you named as the User, and to bind that company to the TOS Agreement. For clarity, the term “you” refers to the individual or legal entity, as applicable, identified as the User when you registered on the Website. IF YOU DO NOT AGREE TO BE BOUND BY THIS TOS AGREEMENT, YOU MAY NOT ACCESS OR USE OUR PROPERTIES.
Changes to this TOS Agreement:
Prota Fiori reserves the right, at its sole discretion, to modify or replace any of these Terms of Service at any time. It is your responsibility to regularly check our Website to view the then-current TOS Agreement. When we make changes, we will make a new copy of the TOS Agreement available on the Website and update the ‘last updated’ date at the top of this TOS Agreement. Any changes to this TOS Agreement will be effective immediately for new users of Our Properties and will be effective thirty (30) days after posting notice of such changes on our Website for existing users. Prota Fiori may require you to provide consent to the updated TOS Agreement in a specified manner before we permit further use of Our Properties. If you do not agree to any change(s), you shall stop using Our Properties. Otherwise, your continued use of any of Our Properties following the posting of any changes to the TOS Agreement constitutes your acceptance of such change(s).
- Questions & Concerns. If you have questions or concerns with respect to Our Properties, please contact us at [email@example.com]. We will do our best to address your concerns. If you feel your concerns were not addressed completely, we invite you to let us know for further investigation.
- Services.Our Properties allow users to browse, view, choose, and purchase various products (“Products”) on our Website. We provide Our Content to complement our Products, and all Our Content is provided for informational purposes only. We may, in our sole discretion, change, delete, update, modify or otherwise alter Products and Our Content at any time without providing you notice, and, in addition, we may change the pricing, and availability of Products in our sole discretion at any time without providing you notice. All photos, videos, and other images of Products on our Website are for illustrative purposes only. The actual Product may vary from that shown on our Website. We make reasonable efforts to accurately display the attributes of our Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of Products on our Website at any time does not guarantee that these Products will be available for purchase. Our current prices can be found on the Website.
- Ownership.You agree that Prota Fiori and its suppliers own all rights, title and interest in Our Properties (including, without limitation, the features and functionality of our Website, and server software).
3.1 Copyright. Our Properties are protected by copyright and other intellectual property laws throughout the world. We may display copyrighted materials from various individuals and entities, and if copyright notices for such materials are required, they are set forth wherever such licensed material appears on Our Properties.
3.2 Trademarks. Prota Fiori’s stylized name and all related graphics, logos, service marks, and trade names used on or in connection with Our Properties (the “Prota Fiori Marks”) are our trademarks and may not be used in connection with any third-party products or services without our prior written permission. Other trademarks, service marks, and trade names that may appear on Our Properties are the property of their respective owners.
3.3 Updates. You understand that Our Properties are evolving. As a result, you acknowledge and agree that we may update Our Properties with or without notifying you. You may need to update third-party software from time to time to use Our Properties.
- License.We grant you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-commercial license to browse, access and view any of Our Properties made available to our users.
- Certain Restrictions. The rights granted to you in this TOS Agreement are subject to the following restrictions:
- You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Our Properties or any portion of Our Properties, including the Website;
- Except as expressly stated herein, you shall not copy, modify, reproduce, distribute, republish, download, display, post, repost, or transmit, in any forms or by any means, any part of Our Properties;
- You shall not frame or use framing techniques to enclose any of Our Properties, including any trademark or logo, (including images, text, page layout or form);
- You shall not use any metatags or other “hidden text” using Prota Fiori’s Marks;
- You shall not modify, translate, adapt, merge, or make derivative works of any part of Our Properties;
- You shall not use any software, devices or other processes to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); and
- You shall not use the Website for any illegal or objectionable purpose, such as removing or destroying any proprietary rights notices or markings contained on or in Our Properties, to sell or offer to sell any goods or services, to conduct or forward surveys, contests, or chain letters, or for any purpose that is prohibited by these Terms of Service.
Any future update or other addition to Our Properties shall be subject to this TOS Agreement. Prota Fiori and its suppliers and service providers reserve all rights not granted in this TOS Agreement. Any unauthorized use of Our Properties terminates the licenses granted by Prota Fiori within this TOS Agreement.
- Registering your Account. To access certain features of Our Properties you must be a user who has a registered customer account (“Account”) on our Website (“Registered User”). Registered Users may view their order history, shipping address, status of purchased Products, and other relevant information to their purchases within their Accounts. Unless expressly agreed to by us in writing elsewhere, we have no obligation to store any information that is available on your Account or elsewhere on Our Properties.
6.1 Registration Data. In registering an Account on our Website:
You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
- You represent that you are at least thirteen (13) years old and of legal age to form a binding contract; and not a person barred from using Our Properties under the laws of the United States, your place of residence, or any other applicable jurisdiction.
- You are solely responsible for all activities that occur under your Account.
- You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Our Properties by minors.
- You agree that you will not maintain more than one Account at any given time.
- You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
- You will not create or use an Account for purposes of reselling Products or for any other unauthorized commercial purpose.
- You agree not to create any Account or use Our Properties if we have previously removed you, or we previously banned you from any of Our Properties.
If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of Our Properties (or any portion thereof).
- User Generated Content.
7.1 Types of Content. You and other users may be able to originate data, information, text, music, sounds, photos, graphics, images, designs, icons, video or audio clips, files and comments, including but not limited to feedback, suggestions, reviews, questions or other material or content regarding our existing products, marketing strategies, business and customer service, or other content (“User Content”) on Our Properties. You acknowledge that the user who originated the User Content, and not Prota Fiori, has sole responsibility for it. That means you, and not Prota Fiori, are entirely responsible for User Content you upload, post, message, or otherwise make available (“Make Available”) on Our Properties (“Your Content”).
7.2 You Own Your Content. We do not claim ownership of Your Content. By posting, distributing, sending or displaying Your Content to the Website, you represent and warrant that you own and control all of the ownership rights to the Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such Content on or through this Website.
7.3 Your Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us through our suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Prota Fiori has no obligations (including obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback.
7.4 License to Your Content and Feedback. You hereby grant Prota Fiori a non-exclusive, royalty-free, perpetual, transferable, irrevocable, fully paid-up, worldwide, and sublicenseable right to use, copy, reproduce, modify, adapt, translate, distribute, publish, create derivative works of, display, perform, and otherwise disclose or incorporate into other works, any and all of Your Content and Feedback, and any portions thereof, for the purposes of operating, maintaining, providing, and enhancing Our Properties. You hereby waive your moral rights in connection with Your Content. Please note that users may search for, see, use, modify, and reproduce any of Your Content or Feedback that you submit in a non-private or “public” area of Our Properties.
- Your Conduct. As a condition of your use of Our Properties, you agree not to use Our Properties for any purpose that is unlawful or prohibited by this TOS Agreement, or any other purpose not reasonably intended by Prota Fiori. You agree to abide by all applicable local, state, national and international laws and regulations. You shall not (and you shall not permit any third party to) take any action that:
- Is unlawful or infringes the right of publicity or other right of any person or entity;
- Involves potentially harmful acts that are directed against Our Properties, including infringing any intellectual property right, violating (or attempting to violate) any security features introducing harmful code into Our Properties, or interfering or attempting to interfere with the use of Our Properties by another use, host, or network;
- Constitutes unauthorized or unsolicited advertising, junk or bulk email;
- Involves commercial activities and/or sales without our prior written consent (e.g. contests);
- Impersonates any person or entity, including employees or representatives of Prota Fiori; or
- Interferes with or attempts to interfere with the proper functioning of Our Properties or uses Our Properties in a way not expressly permitted by this TOS Agreement.
- Terms of Sale.
9.1 Payment Methods. When you order a Product from our Website (“Order”), you must provide us with information from your valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider” and “Payment Provider Account”). You agree to pay all charges listed in the checkout process when you submit an Order in accordance with the fees, charges, and billing terms in effect at the time the charge is due and payable. Your Payment Provider agreement governs your use of the designated Payment Provider Account, and you must refer to that agreement, and not this TOS Agreement, to determine your rights and liabilities. By providing us with your Payment Provider Account, you agree that we are authorized to immediately charge your Payment Provider Account for all charges due and payable to us in connection with your Account and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or Payment Provider Account used for payment hereunder. We may use a third party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). Information that you submit to the Website will be transmitted to and shared with these third parties, which may be located in other countries, in order to provide the Services, including but not limited to transaction processing and fraud protection. We reserve the right at any time to change billing methods, either immediately upon posting on Our Properties or by email delivery to you. Payment value will be in US dollars unless otherwise specified on our Website.
9.2 Orders. By submitting an Order for a Product with us you: (i) agree to purchase that Product, (ii) represent that you are an authorized user of the Payment Provider Account provided, (iii) represent that you are of legal age to use the Payment Provider Account provided, and (iv) that all information you provide to us in connection with such order is true and accurate. Each Order that you submit to us constitutes an offer to purchase. Our confirmation of receipt of your Order does not constitute our acceptance of your Order. We are only deemed to have accepted your Order once the Product(s) you ordered have been shipped.
9.3 Verification. When you submit your Order, we may verify certain items before your Order is fulfilled, including without limitation your Personal Information, payment information, and creditworthiness.
9.4 Order Issues. Although we strive to accept all valid Orders, we reserve the right to limit, modify, deny or cancel any Order (including replacement Orders) for any reason, including if: (i) we discover an error, inaccuracy, or omission in pricing and/or other information about the Product or receive insufficient or erroneous billing, payment and/or shipping information, (ii) we suspect an Order has been placed using stolen payment card information or otherwise appears to be connected to fraud, unauthorized reselling or another violation of this TOS Agreement, (iii) the ordered Products is unavailable due to discontinuance or otherwise, (iv) the Order is connected with a previous payment dispute, or (v) the Order is associated with a user whom we suspect of abusing our Return Policy or of otherwise making fraudulent claims for Product replacements or refunds based on unfounded quality control, lost package, wrong size, wrong shoes, or order processing error complaints, or other false information. If any Product is discontinued or otherwise becomes unavailable, we reserve the right to cancel your Order and provide you a refund for the amount paid for the Product.
9.5 Pricing Information. Pricing and shipping information, including the total amount to be charged to your Payment Provider Account, will be displayed during the checkout process before you submit your Order. All prices and Products, even after you submit your Order, are subject to change. For more information about Product pricing, please visit the page for that Product on our Website.
9.6 Restrictions on Use of Products for Resale, Raffles and Promotions. To protect our goodwill and the intellectual property rights of Prota Fiori and its licensors and suppliers, any resale of Products and Gift Cards for personal and/or business profit without our prior express written consent is strictly prohibited. Except as may be previously and expressly authorized by us in writing, we also prohibit the offering, use, transfer, or acceptance of our Products and Gift Cards for promotional purposes (e.g., as prizes in contests or sweepstakes) or in connection with any lottery, raffle or wagering scheme. We reserve the right to bar any users we suspect of violating this Section (or any other provision of this TOS Agreement) from further use of Our Properties and to refuse, limit or cancel any related Orders and/or suspend or cancel any related Accounts.
9.7 Disclaimer. We reserve the right to:
- Refuse any Order you place with us;
- Correct any errors, inaccuracies or omissions (including but not limited to the price) with regard to the Products or Services offered;
- Change or update information in connection with any Products offered;
- Modify or cancel your Order, whether or not your Order has been confirmed, at any time without notice and without liability to you; and
- Limit, reject, modify, or cancel Orders, in our sole discretion, that appear to be placed by resellers or other unauthorized parties.
If we modify your order, we will attempt to give you prior notice of this and provide you with the opportunity to cancel the order in its entirety. If we cancel your Order, we will attempt to notify you by contacting you via the contact information you provided at the time the order was made.
9.8 Shipping & Returns. Please note that shipping dates, delivery dates, and timeframes for processing returns and refunds are estimates only and not guaranteed. We can only fulfill domestic orders to home and office addresses and do not ship to P.O. Boxes.
Item(s) that are unworn, unaltered, or items that you believe have a manufacturer’s defect, may be returned within 30 days from date of purchase if you are in the continental United States or within 45 days from date of purchase if you are outside of the continental United States (i.e., Alaska, Hawaii, or Puerto Rico). All returnable items should be returned unused, in their original packaging and in saleable condition. Your refund will reflect the total amount you paid for the product(s) you are returning. However, you will not be refunded any original shipping costs you may have paid for the delivery of the product(s) to you.
If you are shipping to us from within the continental United States, you may choose to receive your refund back to your original method of payment (so long as you did not make your purchase using a Gift Card or Store Credit) or in the form of a Prota Fiori store credit, and you will not be charged any return shipping costs.
9.9 Product Recall. You agree to cooperate fully with us and provide all reasonable assistance in the event that we recall any Products. If we recall Products, we will do so at our sole expense and in our sole discretion. Please notify us immediately if you know or suspect there is a possibility of products becoming or needing to become the subject of a recall.
9.10 Taxes. Our charges may be net of any applicable Sales Tax (defined below) that may be due in connection with the Products provided under this Agreement. Please refer to your purchase receipt to determine whether your purchase includes the applicable Sales Tax. If Prota Fiori determines any Products, or payments for any Products, under this TOS Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Prota Fiori, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify us for any liability or expense we may incur in connection with such Sales Taxes. For purposes of this Section 9.10, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
9.11 Discounts and Promo Codes. We may, in our sole discretion, create discounts and promotional codes that may be redeemed for promotional value in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person unless otherwise labelled. Only Promo Codes sent to you through official Prota Fiori communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) have no monetary value and are not redeemable for cash or any cash equivalent; and (vi) may expire prior to your use.
- Indemnification.You agree to indemnify and hold Prota Fiori, its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, licensors, suppliers, vendors, manufacturers and distributors (collectively, “Indemnified Parties”) harmless from any and all claims, actions, demands, charges, complaints, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ and other legal fees) relating to or arising out of: (a) your use of, or inability to use, Our Properties; (b) your violation of this TOS Agreement; (c) your violation of any rights of another party, including any users; or (d) your violation of any applicable laws, rules or regulations. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any and all available defenses. This provision does not require you to indemnify any of the Indemnified Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this Section 10 will survive any termination of your Account, this TOS Agreement or your access to Our Properties.
- Disclaimer of Warranties for Our Properties.EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE WEBSITE AND CONTENT ON THE WEBSITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, PROTA FIORI DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING FROM USE OF THE WEBSITE. PROTA FIORI DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE ARE FREE FROM VIRUSES OR ANYTHING ELSE HARMFUL. FURTHER, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, PROTA FIORI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, ADEQUACY, USEFULNESS, RELIABILITY, OR COMPLETENESS OF THE WEBSITE, CONTENT, THE CONTENT OF ANY THIRD-PARTY WEBSITE LINKED TO OR FROM THIS WEBSITE, USER GENERATED CONTENT, SUBMISSIONS, INFORMATION, INFORMATION PROVIDED BY THIRD PARTY VENDORS, OR ANY OTHER ITEMS OR MATERIALS ON THE WEBSITE OR LINKED TO FROM THE WEBSITE.
PROTA FIORI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF THE CONTENT, INFORMATION, WEBSITE AND MATERIALS SET FORTH ON OR MADE AVAILABLE THROUGH THE WEBSITE, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE, OR ANY THIRD PARTY WEBSITE(S), (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS THAT HOST THE WEBSITE OR ANY THIRD PARTY WEBSITE(S) AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR THIRD PARTY WEBSITE(S), (E) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR ANY THIRD PARTY WEBSITE(S) BY PROTA FIORI OR ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN THE NETWORK OR ANY CONTENT, INFORMATION AND MATERIALS (INCLUDING BUT NOT LIMITED TO THIRD PARTY WEBSITE(S)) OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY OF THE FOREGOING.
- Limitation of Liability.
12.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PROTA FIORI OR ITS LICENSORS BE LIABLE FOR ANY: (i) LOSS OF PROFITS, REVENUE OR DATA; (ii) INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PROPERTIES; OR (iii) DAMAGES OR COSTS DUE TO PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS TOS AGREEMENT OR OUR PROPERTIES
12.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL PROTA FIORI OR ITS LICENSORS BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO PROTA FIORI BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE, GIVING RISE TO SUCH LIABILITY, OR THE CLAIM OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO ANY LIABILITY OF PROTA FIORI OR ITS LICENSORS FOR NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION.
- Copyright Infringement Claims. In accordance with the Digital Millennium Copyright Act of 1988, Prota Fiori promptly responds to claims of copyright infringement committed on Our Properties if such claims are reported. If you believe in good faith that your work has been posted on Our Properties in a way that constitutes copyright infringement, please provide the information requested below:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
- A description of the copyrighted work that you claim has been infringed;
- A description of the location on Our Properties of the material that you claim is infringing;
- Your contact information so that we can reply to your complaint, preferably including your name, address, telephone number and email address;
- Include the following written statement: “I 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. This information and notification is accurate. Under penalty of perjury, I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
Notices of claims of copyright infringement on the Website should be emailed to:
- Violations. If we become aware of any possible violations, or if we, in our sole discretion, determine that you breached any portion of this TOS Agreement or have otherwise demonstrated conduct inappropriate for Our Properties, we reserve the right to:
- Investigate your behavior, including your possible violations;
- Refer the matter to, and cooperate with any and all applicable legal authorities;
- Disclose any information on Our Properties to comply with applicable laws, legal processes or governmental requests;
- Deactivate your Account and cancel your Product purchase(s);
- Enforce this TOS Agreement; and
- Pursue any other action that we deem to be appropriate.
- Third Party Content; Links to Third Party Websites. Any Content, products or services posted on, transmitted through, or linked to by third parties from the Website are the sole responsibility of the third-party originator of such Content. Prota Fiori does not control, approve, sponsor or endorse any third-party Content, products or services on or linked through the Website and we make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of any third-party Content, products or services. Links to any third-party Content are provided for your convenience only. If you choose to access any third-party Content, you agree that you do so at your own risk and Prota Fiori is not responsible or liable for any loss or damage of any sort that you may incur as a result of any third-party Content, products or services.
This Website may contain links to third-party services and resources. You acknowledge that (a) Prota Fiori is not responsible for the contents of any linked website or any link contained in a linked website, or any changes or updates to such websites; and (b) Prota Fiori is not responsible for any other form of transmission received from any linked website. Prota Fiori is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Prota Fiori of the website. Any concerns regarding any such link should be directed to the particular third party website.
- Term & Termination.
16.1 Term. This TOS Agreement shall commence on: (i) the date you accepted this TOS Agreement or (ii), if earlier, the date you first used any of Our Properties (the “Effective Date”), and will remain in full force and effect while you use Our Properties unless terminated earlier in accordance with this TOS Agreement.
16.2 Termination. We reserve the right to block access to, suspend, or terminate your access to Our Properties or your Account, with or without notice, and with or without refund, if we, in our sole discretion, determine that you are in breach of this TOS Agreement.
16.3 Effect of Termination. In the event that we terminate your access to Our Properties and/or your ability to create an Account, we may remove your access from, bar your right to further use, and delete your password and Account on our Website. Termination of access to Our Properties shall terminate this TOS Agreement. All provisions of this TOS Agreement that should survive termination, shall survive, including ownership provisions, warranty disclaimers, and limitations of liability.
16.4 No Subsequent Registration. If we discontinue your ability to access Our Properties and/or create an Account, you agree that you shall not attempt to re-register with or access Our Properties, for example, by using a different username. In the event you violate this Section 16.4, we reserve the right, in our sole discretion, to immediately take any and all of the actions set forth herein without any notice or warning to you.
- International Use.Our Properties can be accessed from countries around the world and may contain references to Services and/or Products that are not available in your country. These references do not imply that we intend to announce such Services or Products in your country. The selection and availability of our Services and Products may vary from country to country, device to device (because of technical limitations), and user to user. Our Properties are controlled and offered by us from our facilities in the United States. Prota Fiori makes no representations that Our Properties are appropriate or available for use in locations outside the United States. Those who access or use Our Properties from other countries do so at their own volition and are responsible for compliance with local law.
- Arbitration. Please read the following arbitration agreement in this section (“ArbitrationAgreement”) carefully. It requires you to arbitrate disputes with Prota Fiori, its parent companies, subsidiaries, affiliates, successors and assigns, and all of its and their respective officers, directors, employees, agents and representatives (collectively, the “Prota Fiori Parties”) and limits the manner in which you can seek relief from the Prota Fiori Parties.
18.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access to or use of our Website, to any Services distributed through our Website, and any Products sold or distributed through our Website, or to any aspect of your relationship with Prota Fiori, will be resolved by binding arbitration, rather than in court, except that: (i) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) you or the Prota Fiori Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents). This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Prota Fiori Parties on your behalf.
IF YOU AGREE TO ARBITRATION WITH THE PROTA FIORI PARTIES, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN, OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN, ANY LAWSUIT FILED AGAINST THE PROTA FIORI PARTIES ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE PROTA FIORI PARTIES IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS TOS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
18.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Arbitration shall be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ and other legal fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at jamsadr.com or by calling JAMS at 800-352-5267.
Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If traveling to New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration under these Terms of Service shall be held in the United States in the County of New York under New York law. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You must file a demand for arbitration with the JAMS within ONE (1) YEAR after the date your claim arose, or within the shortest time period permitted by applicable law. Otherwise, your claim is waived.
18.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and the Prota Fiori Parties. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the TOS Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Prota Fiori Parties.
18.4 Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 18.1, YOU AND THE PROTA FIORI PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Prota Fiori are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
18.5 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
18.7 Survival of Arbitration Agreement. This Arbitration Agreement will survive the termination of your relationship with Prota Fiori.
- General Provisions.
19.1 Assignment. This TOS Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
19.2 Force Majeure. We shall not be liable for any delay or failure to perform, including failure to deliver Services, resulting from causes outside our reasonable control.
19.3 Entire Agreement. This TOS Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. This TOS Agreement may be amended or superseded only be a mutually-executed writing. As used herein, “including” means “including without limitation”. The headings used in this TOS Agreement are included only for purposes of convenience and shall not limit or otherwise affect the construction of this TOS Agreement.
19.4 Waiver. Any waiver or failure to enforce any provision of this TOS Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
19.5 Severability. If any portion of this TOS Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of you and us, and the remaining portions shall remain in full force and effect.