EFFECTIVE DATE: February 18, 2022
Upscale Noire, LLC. (“We” or “Black PowHER™ Business Conference”) is the operator of the website located at www.shopblackpowher.com (the “Website”). This Agreement governs your use of the Website and your purchase of any products from Upscale Noire (the “Products”).
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT WAIVE YOUR RIGHT TO A COURT HEARING OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW OR IF YOU OPT-OUT. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ACCESSING, USING, OR BUYING ANY PRODUCT THROUGH THE WEBSITE.
By downloading, accessing or using the Website, you represent that you are at least eighteen (18) years old or the legal age of majority, whichever is greater, and you are agreeing to these Terms. You also agree to abide by all applicable local, state, and national laws and regulations with respect to your use of the Website. You further represent you shall at all times provide true, accurate, current, and complete information (and updates thereto) when submitting information to Upscale Noire through the Website. You shall only use the Website as permitted by this Agreement, and you shall not use the Website or the Content for any commercial, political, obscene, illegal, or inappropriate purpose. Upscale Noire reserves the right, in its sole discretion, to terminate your access to the Website for any or no reason. If you register for an account on the Website, you may be required to designate an email address and password, and there may be additional requirements as designated by Upscale Noire from time to time. You agree to assume all responsibility concerning your use of the Website, including all activity occurring through your password (and related account access). You shall immediately notify Upscale Noire if you suspect or become aware of any loss, theft, or unauthorized use of your password.
All purchases made through the Website are subject to our acceptance. This means that we may refuse to accept or may cancel any transaction, in our sole discretion, and without liability to you or any third party. The Website does not permit orders from dealers, wholesalers, or other customers who intend to resell items offered on the Website. Upscale Noire expressly conditions its acceptance of your order on your agreement to these Terms, and to all additional terms and conditions that are provided to you on the Website that govern your purchase of certain Products. By ordering Products through the Website, you agree to provide true, accurate, current, and complete information. Upscale Noire reserves the right without prior notice to discontinue or change specifications and prices on Products offered on and outside of the site without incurring any obligation to you. Prices and availability are subject to change without prior notice, and Upscale Noire reserves the right to revoke any offer to correct any errors, inaccuracies, or omissions.
Upscale Noire wants you to be satisfied with your purchases from this Website. If you wish to return a product, please review our Online Return Policy and Store Returns Policy, which are incorporated herein by reference.
The Website contains materials including, but not limited to, text, images, designs, photographs, videos, audio clips, graphics, button icons, pictures, advertising copy, URLs, technology, software, and the overall arrangement or “look and feel” of such materials including copyrightable material, as well as trademarks, logos, and service marks that belong to either Fashion Nova, its licensors, licensees or other third parties (collectively the “Content”). The Website and the Content are owned, licensed, or controlled by Upscale Noire, its licensors, and certain other third parties, and all right, title, interest in and to the Content and the Website are the property of Upscale Noire, its licensors, or certain other third parties and are protected by United States and international copyright, trademark, trade dress, patent or other intellectual property rights and laws to the fullest extent possible. By using the Website, you will not obtain any ownership or intellectual property or other interest in any item or content on the Website. Subject to your agreement and compliance with this Agreement, Upscale Noire grants you a limited, non-exclusive, non-transferrable, non-assignable, revocable license to access, display, view, and use the Content on the Website for your own personal, non-commercial use only. You agree that Upscale Noire may immediately and, without notice to you, suspend or terminate the availability of the Website, its Content, or the Products without any liability to you or any third party.
By submitting or posting any materials or content on the Site (“User-Generated Content”), you grant to Upscale Noire a perpetual, irrevocable, royalty-free, worldwide, royalty-free, sub-licensable and transferable license to copy, publish, translate, modify, reformat, create derivative works from, distribute, reproduce, and sublicense such materials or any parts of such materials. You hereby represent, warrant and covenant that any User-Generated Content you provide does not violate any law or the rights of any third party, and you have full right to grant Upscale Noire the license specified above. Upscale Noire shall be entitled to use any User-Generated Content without incurring obligations of confidentiality, attribution or compensation to you.
Any dispute relating in any way to your visit to, or use of, the Website, the Products, or any purchase or otherwise related to this Agreement (“Disputes”) shall be submitted to confidential arbitration in Phoenix, Arizona, USA and shall be governed exclusively by the laws of the State of Arizona, excluding its conflict of law provisions. If a Dispute arises under this Agreement, you agree to contact us at email@example.com (email). Before formally submitting a Dispute to arbitration, you and Upscale Noire may choose to informally resolve the Dispute. If any Dispute cannot be resolved informally, you agree that any and all Disputes, other than those filed in small claims court, shall be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association (“AAA”) in a location convenient to you or telephonically. Either you or Upscale Noire may commence the arbitration process by submitting a written demand for arbitration with the AAA, and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures, Supplementary Procedures for Consumer-Related Disputes, in effect at the time of submission of the demand for arbitration. Except as may be required by law as determined by the arbitrator, no party or arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. Upscale Noire will pay all of the filing costs. Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the state and federal courts of Arizona: (i) any dispute, controversy, or claim relating to or contesting the validity of Upscale Noire’s intellectual property rights and proprietary rights, including without limitation, patents, trademarks, service marks, copyrights, or trade secrets; (ii) an action by a party for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or other provisional relief; (iii) any legal action by Upscale Noire against a non-consumer; or (iv) interactions with governmental and regulatory authorities. You expressly agree to refrain from bringing or joining any claims in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration.
The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement may be joined to an arbitration involving any other party subject to this Agreement, whether through a class action, private attorney general proceeding, class arbitration proceedings or otherwise.
YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE IN A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION. You shall have thirty (30) days from the date that you purchase a product or provide information to the website to opt-out of this arbitration agreement. To opt out of arbitration you must contact us in writing at firstname.lastname@example.org (email). If more than thirty (30) days have passed from the date that you purchase a product, you are not eligible to opt out of arbitration with respect to claims relating to that product. If more than thirty (30) days have passed from the date that you provide information to the website, you are not eligible to opt out of arbitration with respect to claims relating to the website.
The Website may include links to third-party websites, such as links from advertisers, sponsors, content partners, and third parties. The inclusion of any link on the Website does not imply our endorsement of it, and Upscale Noire expressly disclaims any responsibility for the content, the materials, the accuracy of the information, or the quality of the products or services provided by, available through, or advertised on these third-party websites.
You acknowledge and agree that by clicking on the button labeled “SUBMIT”, “DOWNLOAD”, “PLACE MY ORDER”, “I ACCEPT”, ANY LINK THROUGH WHICH YOU SUBMIT BILLING OR SHIPPING INFORMATION, or such similar links as may be designated by Fashion Nova to accept these terms and conditions, you are submitting a legally binding electronic signature and entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”), YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR PRODUCTS OFFERED BY UPSCALE NOIRE. Further, you waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non- electronic records, or to payments or the granting of credits by other than electronic means.
Upscale Noire honors each state's guidelines concerning sales and use tax, determined by the destination address of your shipment. As you proceed through checkout and confirm your shipping details, any applicable taxes will be calculated on your total merchandise value. Additionally, order totals at checkout reflect estimated tax. The actual charge to your payment method will reflect all applicable state, local and county taxes and will be calculated once your order is shipped.
This Agreement constitutes the entire agreement between you and Upscale Noire and supersedes any prior version of this Agreement and Upscale Noire. If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid, the remaining provisions shall not be affected thereby and shall continue in full force and effect, and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of this Agreement.
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