CIPRIANI USA, INC.’s Website Terms and Conditions

The owner of this website, CIPRIANI USA, INC. d/b/a Cipriani (“Cipriani”)  or affiliate(s) thereof (referred to either as “Owner” or “we” or “us” or “our”), provides the content, information and materials contained on this website or any of the pages contained therein (“Website”) to users or visitors (referred to either as “you” or “your”) for your convenience and ease of reference only.

Your use of this Website is subject to the terms and conditions set forth herein, in the Owner’s privacy policy and/or cookies policy applicable to this Website (herainfter collectively referred to as “Terms of Use”).

You are not authorized to use this Website unless you agree to these Terms of Use.  Please be advised that by using this Website, you automatically agree to these Terms of Use.

 

I.   INTELLECTUAL PROPERTY (COPYRIGHTS;

TRADEMARKS, PATENTS ETC.)

All rights, title and interest in and to any content of this Website, including images, graphics, text, audio and videos, any other proprietary information, the “look and feel” of each page, and all other elements of this Website that may be protected by copyright, patent or otherwise by law, equity, usage of trade and similar (“Website Materials”) is the exclusive property of Owner, its successors and assigns and/or its licensors.  The compilation of all content included in or made available through this Website is the exclusive property of CIPRIANI and protected by U.S. and/or international laws.  The trademarks, names, brand names, logos and service marks (collectively “Trademarks”) displayed on this Website are the registered or unregistered trademarks of the Owner, its successors and assigns or its licensors.  Nothing contained on this Website should be construed as granting any license or right to use any Trademark or Website Materials without the prior written permission of the Owner.

Furthermore, marks, logos, graphics headers, banners, icons, scripts, and names included in or made available through this Website are registered or unregistered brands, trademarks and/or trade dresses of CIPRIANI in the U.S. and/or other jurisdictions and protected by U.S. and/or international laws.  CIPRIANI’s trademarks and trade dress may not be used in connection with any product or service that is not CIPRIANI’s, in any manner that is likely to cause confusion among consumers, or in any manner that may discredit, harm the reputation of, or otherwise disparage CIPRIANI  and/or its affiliates and their respective products and/or services.

 

II.   WEBSITE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS

This Website is made available on an “AS IS” and “AS AVAILABLE” basis.  The Owner makes no representations and/or warranties, express or implied, including implied warranties of merchantability and/or fitness for a particular purpose, title and non-infringement regarding this Website and/or the Website Materials contained in this Website. Without limiting the generality of the foregoing, Owner makes no representations and/or warranties as to any of the following: (a) that access to this Website will be secure, free of malicious code, including viruses, cancelbots, trojan horses, malware and/or spyware in general and/or other potentially harmful software programs, materials and/or information (collectively “Malware”); (b) that this Website is free from defects and/or errors and that access to this Website will suffer no interruptions, outages etc.; and/or (c) that such errors and/or defects will be corrected.  It being understood and agreed that in using this Website, you agreed to using this Website at your own risk.

 

III.  EXTERNAL LINKS

This Website may include one or more links to external websites (each an “External Site”) which have no connection with this Website or the Owner.  A link to an External Site is provided solely for your convenience.  The inclusion of any External Site does not imply that Owner has checked, approved or otherwise endorsed any such External Site, its content or any products or services which may be offered at any such External Sites, it being understood and agreed that External Sites are beyond the control of the Owner, and the Owner is not responsible for the contents of any External Site or any link contained in an External Site, or any changes or updates to such sites.  The Owner shall not be liable for any damage, loss, expense and/or claim arising out of or in connection with your use of any External Site.  Use of any External Site is at your own risk.  No hypertext links to this Website shall be created from any website controlled by you or otherwise without the express prior written permission of the Owner.

 

IV.    COOKIES AND ACCESS LOG

The technologies used by this Website to collect usage information, including device identifiers, include cookies (i.e., data files placed on a computer, tablet or other electronic device used to visit this Website).  We may place cookies or similar files on your device (e.g., laptop, desktop, smartphone etc.) to facilitate your use of this Website or for security purposes when you visit this Website.  We may also elect to keep access logs of users accessing this Website for statistical purposes only.

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V.  USE OF THIRD-PARTY SERVICES

When you use this Website, you may also be using the services of one or more third parties.  Your use of any third-party services may be subject to the separate policies, terms of use and/or charges and fees of such third parties.

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VI.   PRIVACY POLICY

Please review our Privacy Policy by clicking here: https://www.cipriani.com/us/privacy-policy

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VII. ELECTRONIC COMMUNICATIONS

When you use this Website, or send e-mails, text messages and other communications from your desktop or mobile device to us, you may be communicating with us electronically.  You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices or notices and messages on this Website, and you can retain copies of these communications for your records.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

VIII.   PROHIBITED ACTIVITIES AND/OR USE OF THIS WEBSITE

This Website is for your personal use and non-commercial use only, and for no other purposes.  The following are strictly prohibited (each a “Prohibited Activity”):

1. publishing, posting, distributing or disseminating any information, comments, statements or other material that is defamatory, disparaging, obscene, vulgar, pornographic, indecent, threatening, inflammatory, sexually explicit or sexually suggestive, offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory or abusive to any entity, organization (including, without limitation, the Owner), person, because of race, religion, national origin, ethnicity, gender, sexual orientation or for any other reason;

2. the reproduction, modification, creation of derivative works, display, performance, publication, distribution, dissemination, broadcasting or circulation to any third person (including on or via a third person website) or other use of any Website Materials without the express prior written consent of the Owner or its creator if the Owner is not the owner;

3. using of any Trademarks or any modification of the Website Materials or use of the Website Materials for any other purpose other than as authorized in these Terms of Use (unless separately authorized by the Owner in writing on each occasion thereof);

4. using of any Trademark or Website Materials on any other website or computer network without the Owner’s prior written consent;

5. impersonating or appearing to impersonate any other person;

6. spreading or otherwise disseminating Malware of any kind, corrupted files or any other similar software or programs that may damage the operation of the Owner’s or a third person’s computer system or network;

7. sending or causing the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;

8. hacking of any kind;

9. submitting content containing business, commercial, advertising, marketing or promotional material or information which is intended to solicit business or offer goods or services, whether through linking with any other website or web pages or otherwise;

10. gaining or seeking to gain access to the Website or location on the Website which is not authorized by these Terms of Use, including access to other users’ accounts, names, passwords, personally identifiable information and access to other computers, websites or pages, connected or linked to the Website;

11. engaging in or encouraging conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law;

12. modifying, disrupting, impairing, altering or interfering with the use, features, functions, appearance, “look & feel”, operation or maintenance of this Website;

13. violating any laws, regulations, judicial or governmental order, any treaties or violating or infringing upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person or use this Website in any manner which violates or is inconsistent with these Terms of Use; and

14. the reverse engineering, decompiling or disassembling, tampering with, or bypassing any element of this Website, whether in whole or in part.

It being understood and agreed that the Owner reserves the right to remove any material or information constituting a Prohibited Activity submitted or posted by you on this Website without notice to you, if the Owner determines, in its sole and discretion, that you have posted or otherwise transmitted prohibited or questionable materials or may do so.

 

IX.   PROHIBITED USE OF THE WEBSITE: INDEMNIFICATION

You hereby agree to indemnify the Owner against any and all losses (whether direct, indirect or consequential), liabilities, obligations, damages, personal injuries, judgments, payments in settlement, awards, interest, penalties, fines, costs, expenses and expert witness and attorneys’ fees (collectively “Losses”) which the Owner or any third person incurs in connection with any claim, demand, complaint, cause of action, action, suit, arbitration, judgment, settlement, grievance, proceeding, ruling, order, charge or investigation of any kind or nature (collectively “Claims”) which is directly or indirectly caused by or attributable to any Prohibited Activity by you.

X.   PUBLIC FORUMS AND USER SUBMISSIONS

This Website may contain sections which allow the public to post or transmit materials, comments, messages or information, including bulletin boards, hosted pages, comment sections or chat rooms (“Public Forums”).  The Owner is not responsible for any material which you may submit to or otherwise upload on a Public Forum.  The Owner takes not responsibility for any material in a Public Forum, whether submitted by you or any other user and the Owner has not endorsed, reviewed or otherwise approved any such material.  Without limiting the generality of the foregoing, the Owner reserves the right to monitor, review or delete any postings, messages and other transmissions on a Public Forum and/or exclude any users, it being understood and agreed that the Owner is under no obligation to do so.

XI.   INTELLECTUAL PROPERTY INFRINGEMENT: NOTICE AND PROCEDURE FOR FILING CLAIMS

If you believe that your intellectual property rights have been infringed, please submit your complaint by writing to: privacy@cipriani.com explaining, with specificity, the nature of the infringement and why you believe that your intellectual property rights have been infringed.  This procedure may be used to report all types of intellectual property claims including, but not limited to, copyright, trademark, and patent claims.

We will use our commercially reasonable efforts to address your complaints expeditiously and, if appropriate, terminate repeat infringers when appropriate.

 

XII.  RISK OF LOSS

The risk of loss for any product(s) purchased on this Website passes to you upon our delivery of the purchased product(s) to the carrier/freight forwarded/courier.

 

XII.  OTHER BUSINESSES

Parties other than CIPRIANI may sell product lines through this Website.  In addition, we may provide links to External Sites and/or other businesses.  If you purchase any of the products or services offered on External Sites or by such other businesses, you are purchasing directly from such third parties rather than from CIPRIANI. We are not responsible for verifying, inspecting and/or otherwise vetting and we take no responsibility in connection with any offerings of any of these third parties (including, without limitation, in connection with the content of their websites).

XIV.  DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU EXPRESSLY AGREE THAT USE OF THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK.  THIS WEBSITE AND ITS CONTENTS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS.  TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS, CIPRIANI  DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE THIS WEBSITE, ITS CONTENTS AND/OR WITH RESPECT TO ANY PRODUCT, INFORMATION AND/OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE; CIPRIANI  DOES NOT ADOPT ANY REPRESENTATIONS OR WARRANTIES OF ANY MANUFACTURER OR MERCHANT OF ANY SUCH INFORMATION, SERVICE, OR PRODUCTS.  CIPRIANI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, RELIABILITY, CORRECTNESS, ACCURACY, CONTENT, OR OTHERWISE OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THIS WEBSITE.

NEITHER CIPRIANI  NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, PRINCIPALS, AFFILIATES, AGENTS, REPRESENTATIVES, JOINT VENTURE PARTIES, INDEPENDENT CONTRACTORS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, THE "CIPRIANI  PARTIES") SHALL BE LIABLE, IN CONTRACT OR IN TORT, FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR THE INTERNET.  CIPRIANI’s LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS RETURNED AND NOT EXCHANGED.  YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THIS WEBSITE AND/OR TO TERMINATE THIS AGREEMENT.  CIPRIANI RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER.  BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW AN EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS.

 

XV. DISPUTE RESOLUTION

1. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES. YOU AND CIPRIANI HEREBY AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THIS WEBSITE, YOUR USE OF THIS WEBSTE, THE PRODUCTS AND/OR YOUR PURCHASE OF THE PRODUCTS SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION UNLESS THE VALUE OF ANY SUCH DISPUTE, CONTROVERSY AND/OR CLAIM IS LESS THAN FIVE THOUSAND AND 00/100 DOLLARS ($5,000.00) IN WHICH CASE SUCH DISPUTE, CONTROVERSY AND/OR CLAIM SHALL BE RESOLVED EXCLUSIVELY IN SMALL CLAIM COURT HAVING JURISDICTION OVER SUCH MATTER.  THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED, AND EXPRESSLY INCLUDES CLAIMS BROUGHT UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, OR ANY OTHER STATUTE, REGULATION, OR LEGAL OR EQUITABLE THEORY.  THIS AGREEMENT TO ARBITRATE 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 US ON YOUR BEHALF.

2. ARBITRATION OF ANY CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE BREACH THEREOF, MAY BE INITIATED BY ONE PARTY BY SENDING A WRITTEN DEMAND FOR ARBITRATION TO THE OTHER PARTY, WHICH DEMAND SHALL PRECLUDE ANY PARTY HERETO FROM INITIATING AN ACTION IN ANY COURT (EXCEPT AS PROVIDED IN SUBSECTION (A) ABOVE WITH RESPECT TO SMALL CLAIMS AND EXCEPT AS PROVIDED IN SUBSECTION (C) BELOW).

THIS DEMAND SHALL SPECIFY THE MATTER IN DISPUTE AND REQUEST THE APPOINTMENT OF AN ARBITRATION PANEL.  THE ARBITRATION PANEL SHALL CONSIST OF A SINGLE NEUTRAL ARBITRATOR APPOINTED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA).  THE SITUS OF THE ARBITRATION SHALL BE NEW YORK, NEW YORK.  THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.  THE ARBITRATOR MAY GRANT ANY RELIEF GENERALLY AVAILABLE IN CASES OF SIMILAR NATURE AVAILABLE FROM A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN NEW YORK CITY, EXCEPT THAT THE PARTIES VOLUNTARILY AND IRREVOCABLY WAIVE ANY CLAIM IN ANY FORUM TO ANY AWARD OF PUNITIVE OR EXEMPLARY DAMAGES.  THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES.  THE ARBITRATOR SHALL LIMIT THE PARTIES’ OBLIGATION TO EXCHANGE INFORMATION TO RELEVANT, ADMISSIBLE AND PROBATIVE EVIDENCE, AND SHALL FASHION PROCEDURES THAT REASONABLY LIMIT THE RESULTING COSTS AND OTHER BURDENS ON THE PARTIES AND ON ANY NON-PARTIES.  THE FINAL AWARD SHALL BE MADE WITHIN THREE (3) MONTHS OF COMPLETION OF THE ARBITRATOR SELECTION.  THE ARBITRATOR SHALL AGREE TO COMPLY WITH THIS SCHEDULE BEFORE ACCEPTING APPOINTMENT.  THE ARBITRATOR MAY EXTEND THIS TIME LIMIT ONCE, FOR NOT MORE THAN A THREE-MONTH PERIOD, IF HE/SHE MAKES A FINDING THAT SUCH EXTENSION IS NECESSARY TO SERVE THE INTERESTS OF JUSTICE.  THE ARBITRATOR MAY AWARD TO THE PREVAILING PARTY ITS REASONABLE COSTS AND ATTORNEYS’ FEES; IN THE EVENT THE PREVAILING PARTY IS AWARDED LESS THAN ONE HUNDRED (100%) PERCENT OF ITS CLAIM(S), IT MAY RECOVER ONLY THAT PERCENTAGE OF ITS REASONABLE FEES AND EXPENSES THAT CORRESPONDS TO THE PERCENTAGE OF ITS CLAIM(S) AWARDED BY THE ARBITRATOR, NET OF ANY AWARD GRANTED AGAINST IT.  JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL OF THE PARTIES HERETO.

3. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.  WITHOUT IN ANY WAY LIMITING (A) AND (B) ABOVE, IN THE EVENT THAT AN ACTION IS BROUGHT TO ENFORCE ANY ARBITRATION AWARD, EACH OF THE PARTIES HERETO: (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN NEW YORK COUNTY, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, TO THE EXTENT THAT SUCH COURT WOULD HAVE SUBJECT MATTER JURISDICTION WITH RESPECT TO SUCH DISPUTE; (II) AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION OR VENUE BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT; (III) AGREES THAT IT SHALL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN SUCH COURTS; (IV) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO A PARTY AT ITS ADDRESS SET FORTH HEREIN, OR AT SUCH OTHER ADDRESS OF WHICH A PARTY SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; (V) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW; AND (VI) YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CIPRIANI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.  YOU AND CIPRIANI ARE EACH RESPONSIBLE FOR EACH PARTY’S RESPECTIVE COSTS RELATING TO COUNSEL, EXPERTS, AND WITNESSES, AS WELL AS ANY OTHER COSTS RELATING TO THE ARBITRATION.  CIPRIANI , HOWEVER, WILL PAY FOR THE ARBITRATION ADMINISTRATIVE OR FILING FEES, INCLUDING THE ARBITRATOR AND/OR OTHER AAA CASE MANAGEMENT FEES ("ADMINISTRATIVE FEES"); PROVIDED, HOWEVER, IF THE CLAIM IS DEEMED BY THE ARBITRATOR TO BE FRIVOLOUS, THEN CIPRIANI  WILL NOT PAY ANY PORTION OF YOUR ADMINISTRATOR FEES

4. THIS AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF THE PROCEDURES OR RULES OF THE AAA WOULD. RATHER, YOU AND WE ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS.  FURTHER, AND UNLESS YOU AND CIPRIANI AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE (1) INDIVIDUAL PARTY'S CLAIMS WITH ANY OTHER PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.

 

XVI. CHANGES IN THESE TERMS OF USE

We may, in our sole discretion and at any time without prior notice, modify or discontinue this Website or specific portions of it.  You acknowledge and agree that by visiting and/or using this Website, you automatically agree to be bound to these Terms of Use and you understand and agree that all previous versions of these Terms of Use are superseded by these Terms of Use.  You are responsible to review these Terms of Use each time you visit and/or use this Website.

XVII. MINORS

We do not sell products for purchase by minors.  If you are under Eighteen (18) years of age, you may use this Website only with the involvement and supervision of a parent or guardian.

XX. CONTACT US

If you have any questions or concerns about these Terms of Use, please contact us.