PosterRevolution℠ Terms of Service / End-User License Agreement
Welcome to PosterRevolution℠, a website for purchasing posters, calendars, frames, postcards, and other items. The PosterRevolution℠ website at www.posterrevolution.com and the services available therein are created, produced and operated by Consolidated Consignment Company ("CCC"), a Delaware corporation.
1.0. Acceptance of Terms
By using PosterRevolution℠, you agree to be bound by these Terms of Service (the "Agreement"). Browsing the contents of the site, and purchasing items sold on the site constitute using PosterRevolution℠. You are only authorized to use PosterRevolution℠, whether such use is intentional or not, if you agree to abide by the Agreement and all other applicable laws. Please read the Agreement carefully and save it. If you do not agree with it, you should leave the website and discontinue use of PosterRevolution℠ immediately.
Some sections of the Agreement modify very important rights. In those sections, the text is written in all capital letters. As you review the Agreement, please pay particular attention to those sections in all capital letters.
You must be thirteen (13) years old or older to use or access PosterRevolution℠. Use of PosterRevolution℠ is void where it is prohibited. By agreeing to these terms, you represent that you are thirteen (13) years old or older, have the right, authority, and capacity to enter into the Agreement, and to abide by all of the terms and conditions of the Agreement.
1.2. Modification of the Agreement
The current version of the Agreement can always be viewed and printed at http://www.posterrevolution.com/content/termsofuse.cfm. CCC may modify the Agreement from time to time without notice and such modification will be effective upon posting at http://www.posterrevolution.com/content/termsofuse.cfm. You agree to be bound to any changes to the Agreement when you use the software or website after any such modification is posted. It is important that you review the Agreement regularly to ensure you are aware of any changes. The Agreement was last modified on March 11, 2010.
CCC may provide you with notices, including those regarding changes to the Agreement, at CCC’s sole discretion, in any manner CCC decides, including, but not limited to, posting to the website, email or regular mail.
2.0. Use of PosterRevolution℠
PosterRevolution℠ sells posters, calendars, frames, postcards, and other items ("Products") featuring a large variety of subjects, from popular sports teams to obscure music groups and famous art reproductions. CCC does not sanction or approve the opinions of users or third parties expressed in the content of materials offered on and sold via the PosterRevolution℠ website. Furthermore, CCC does not sanction or approve of the subjects of the materials offered on and sold via the PosterRevolution℠ web site or on web sites linked to PosterRevolution℠. You understand and agree that PosterRevolution℠ is provided "AS-IS" and "AS AVAILABLE." CCC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the PosterRevolution℠ website (or any part thereof) with or without notice. You agree that CCC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the PosterRevolution℠ website.
2.1 Grant of License
CCC grants users of its PosterRevolution℠ website a non-exclusive, non-transferable license to use the website on a single personal computer.
Users of PosterRevolution℠ have no ownership rights in PosterRevolution℠ website or content. Rather, you have a license to use PosterRevolution℠ as long as this License Agreement remains in full force and effect. Ownership of all intellectual property rights therein shall remain at all times with CCC and with any poster and artwork copyright holders. Any other use of PosterRevolution℠ by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement.
3.0. User Obligations
Any person or entity who accesses the PosterRevolution℠ website is a "User" and is bound by the terms of this Agreement. As a part of your acceptance of the Agreement, and in consideration for CCC’s providing continued access to PosterRevolution℠, you have certain obligations. These include, but are not limited to, the obligations described in this section.
3.1. General Obligations
In consideration for your use of PosterRevolution℠, you represent that you are of legal age to form a binding contract and are not barred from receiving services under the laws of the United States or any other applicable jurisdiction. By using PosterRevolution℠, you represent and warrant that you have the right, authority, and capacity to enter into the Agreement and will abide by the terms and conditions of the Agreement. You also represent that CCC has not banned you from continued or future access to PosterRevolution℠.
3.2. User Account, Password, and Security
If PosterRevolution℠ makes an account available to you as a User, you will receive a password and account designation for your new User Account. You are responsible for maintaining the confidentiality of the password and account designation, and you are fully responsible for all activities that occur under your User Account. By registering as a User, in addition to your consent to abide by the other terms of the Agreement, you expressly agree to:
(a) immediately notify CCC of any unauthorized use of your password or User Account or any other breach of security, and
(b) ensure that you exit from your account at the end of each session.
CCC cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
3.3. User Conduct
You agree that you will not use PosterRevolution℠ website to:
(a) transmit or make available any information, data, text, photographs, video, messages or other materials ("Content") that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through PosterRevolution℠;
(e) transmit or make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) transmit or make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(g) transmit or make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent authorized;
(h) transmit or make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit, or maliciously alter the functionality of any computer software, hardware, telecommunications equipment;
(i) interfere with or disrupt the services or servers or networks connected to PosterRevolution℠, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
(j) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(k) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
(l) "stalk" or otherwise harass another;
(m) collect information or communications through PosterRevolution℠ using bots or other automated techniques, unless expressly authorized to do so; or
(n) collect, store, or post personal data about other Users in connection with the prohibited conduct and activities set forth in paragraphs (a) through (n) above.
3.7. No Resale of Services
You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of PosterRevolution℠, use of PosterRevolution℠, or access to PosterRevolution℠.
3.8. Special Admonitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all rules regarding online conduct specific to any geographic location in which you use PosterRevolution℠. You also agree to comply with any applicable United States export rules that may govern the geographic location in which you use PosterRevolution℠.
4.0. Termination of the Agreement
You agree that CCC may, without prior notice and at CCC’s sole discretion, immediately terminate your access to PosterRevolution℠ and, if applicable, your User Account. Cause for such termination may include, but is not limited to:
(a) breaches or violations of the Agreement or other incorporated agreements or guidelines;
(b) requests by law enforcement or other government agencies;
(c) termination at your request;
(d) discontinuance or material modification to PosterRevolution℠ or any portion thereof;
(e) unexpected technical or security issues or problems;
(f) extended periods of account inactivity;
(g) your engagement in fraudulent or illegal activities, whether related to your use PosterRevolution℠ or not; or
(h) nonpayment of any funds owed by you in connection with PosterRevolution℠.
4.1. Termination of User Account
If CCC terminates your User Account, CCC may take any or all of the following actions:
(a) removal of access to all offerings within PosterRevolution℠
(b) deletion of your password and all related information, files, and Content associated with or inside your User Account; and
(c) barring of further use of PosterRevolution℠.
CCC’s failure to take one of these actions is not a waiver of its right to terminate your User Account and does not constitute a decision that your User Account is not terminated. Further, you agree that CCC will make the decision to terminate your User Account at CCC’s sole discretion, and that CCC will not be liable to you or to any third-party for any damages resulting from termination of your User Account, or loss of access to PosterRevolution℠.
5.0. CCC’s Proprietary Rights
CCC owns certain valuable intellectual property included in PosterRevolution℠. The following describes your license to use that intellectual property, and your obligations to use it in accordance with that license.
5.1. Ownership of Materials
PosterRevolution℠ contains information, text, software, photos, video, graphics, music, sounds, and other material (collectively "Materials") that are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called "Intellectual Property Rights"). These Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later. All right, title, and interest in these Materials, except copyrights in third party artwork belonging to their authors, belong solely and exclusively to CCC.
5.2. Use of the Materials
Except as you may be expressly permitted by the Agreement, you may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer or redistribute any Materials in any form, format or media or by means of any technology without obtaining the prior written authorization of CCC, and any other owner of the Intellectual Property Rights in such Materials.
You must have prior written permission from CCC to reproduce Content from PosterRevolution℠. If you reproduce Materials from PosterRevolution℠ with permission from CCC or as a fair use, you must preserve any copyright, trademark or other notices contained in or associated with the Materials. This means, among other things, that if the specific Material you are reproducing does not contain the relevant notices that appear on PosterRevolution℠, you must go to the place on the PosterRevolution℠ where such notices appear and copy them into the Materials you are reproducing.
5.3. CCC’s Copyrights and Trademarks
All copyrights and copyrightable materials which are part of PosterRevolution℠ that are not third party copyright materials, including without limitation, PosterRevolution℠ logos, designs, text, graphics, pictures, photos, files, software, applications, code, hidden text, databases and other files, and the selection and arrangement thereof are COPYRIGHT © 2010 CONSOLIDATED CONSIGNMENT COMPANY. ALL RIGHTS RESERVED.
PosterRevolution℠, and the PosterRevolution℠ logo are trademarks or registered trademarks of CCC and may not be copied, imitated or used, in whole or in part, without the prior written permission of CCC.
5.4. Right to Resell Products
PosterRevolution℠ sells products direct to consumers and reserves the right to protect itself from competition from companies/customers who purchase Products from PosterRevolution℠ with the intention of reselling them in a manner which competes with PosterRevolution's℠ sales to consumers. Such protection may include the cancellation of existing orders and prohibition of placing future orders.
6.0. Claims of Copyright or Trademark Infringement
This section describes the way in which CCC resolves claims of copyright or trademark infringement.
6.1. Notice Procedure for Infringement Claims
CCC respects the Intellectual Property Rights of others. If you believe that your work appears on PosterRevolution℠ in a way that constitutes copyright infringement, or your Intellectual Property Rights have been otherwise violated, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing CCC’s Copyright Agent the following information ("Notice") (see 17 U.S.C 512(c)(3) for further detail):
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on PosterRevolution℠
(d) your address, telephone number, and email address;
(e) your statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(f) your statement, made under penalty of perjury, that the above Notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.
CCC’s Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
Attn: Copyright Agent
227 West 29th Street, Suite 9R
New York, New York 10001
PosterRevolution℠ takes the privacy of our User’s information very seriously. The PosterRevolution℠ Privacy Statement can be viewed and printed at http://www.posterrevolution.com/content/privacy.cfm.
8.0. Your Relationship with Third Parties
It may be possible for Users of PosterRevolution℠ to enter into relationships with third-parties through PosterRevolution℠, either with other Users of the PosterRevolution℠ community, advertisers, third-parties located through links on the Website, or third-parties located through links transmitted via PosterRevolution℠. CCC is not responsible for the actions of third-parties, including third-party websites or Users. This section notifies you of those limitations.
8.1. Dealings with Advertisers or Third Parties
You agree that CCC is not liable for any damage incurred as the result of any correspondence or dealing between you and a third-party found through your use of PosterRevolution℠. You agree that CCC is not liable for any damage incurred as the result of the presence or absence of any advertiser or User of PosterRevolution℠.
CCC or third parties may provide links through PosterRevolution℠ to other World Wide Web sites or resources. Because CCC has no control over such sites and resources, you agree that CCC is not responsible for the availability of such external sites or resources, and you agree that CCC does not endorse and is not responsible or liable for any content, advertising, Products or other materials on or available from such other sites or resources. You further agree that CCC is not liable, directly or indirectly, for any damage or loss caused by or in connection with the use of or reliance on any such content, goods or services associated with any such site or resource.
9. Pricing, Delivery & Agreement to Pay
9.1. Payment for Products
You agree to pay for all Products you purchase through PosterRevolution, and that CCC may charge your credit card or PayPal account for any Products purchased, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING CCC WITH A VALID CREDIT CARD OR PAYPAL ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card, or the PayPal account, you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card or PayPal account status, you must change your credit card or PayPal account information online at the Account Info section of the Service. (There may be a temporary disruption of your access to the Service until CCC can verify the validity of the new credit card or PayPal account information.)
9.2. Right to Change Prices and Availability of Products
Prices and availability of any Products are subject to change at any time. In the event that a Product you have ordered is not available, you will have the option of receiving a merchandise credit for the cost of the unavailable Product or receiving a refund of the monies paid.
Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
Delivery of Products. PosterRevolution℠ is not responsible for any damaged or lost packages once the Products are shipped. Your sole remedy for any damages or lost packages shall be with the post office or package shipping company responsible for the loss or damage.
9.3. Use of Coupons
Only coupons issued by Poster Revolution will be accepted on this site. All coupons are subject to certain restrictions. New customers should read the Coupon Terms and Conditions.
10. Disclaimers and Limitations
This section includes important disclaimers and limitations of liability.
10.1. Disclaimer of Warranties
THIS SECTION IS EXTREMELY IMPORTANT. PLEASE READ IT CAREFULLY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON PosterRevolution℠ ARE PROVIDED ENTIRELY "AS IS," "AS AVAILABLE," AND WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED, AND YOU HEREBY WAIVE ALL SUCH WARRANTIES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM CCC OR THROUGH OR FROM THE PosterRevolution℠ SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10.2. Limitation of Liability
THIS SECTION IS EXTREMELY IMPORTANT. PLEASE READ IT CAREFULLY
IN NO EVENT SHALL CCC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT (INCLUDING WITHOUT LIMITATION, COST OF COVER) DAMAGES, LOSS OR INJURY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED WEBSITES, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS NOW OR HEREAFTER KNOWN. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEYS FEES, LOST PROFITS, PHYSICAL AND/OR PERSONAL INJURY, BUSINESS INTERRUPTION, AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU AGREE AND ACKNOWLEDGE THE ECONOMIC TERMS OF THIS AGREEMENT FAIRLY AND EQUITABLY REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A MATERIAL INDUCEMENT FOR US TO MAKE AVAILABLE TO YOU OUR SERVICES, WEBSITE AND OTHER CONTENT AND MATERIALS.
CCC IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF POSTERREVOLUTION SERVICES. CCC IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE SERVICES, ANY CONTENT POSTED VIA THE SERVICES OR TRANSMITTED TO USERS, OUR RESOLUTION OF DISPUTES BETWEEN OR AMONG USERS, INTERACTIONS BETWEEN OR AMONG USERS OR THIRD PARTIES, OR ANY TRANSPORTATION TO A MEETING WITH ANY USERS OR THIRD PARTY.
YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER. YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY OTHER JURISDICTION (INCLUDING WITHOUT LIMITATION THE STATES OF MISSOURI, DELAWARE AND PENNSYLVANIA) TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.
You agree to indemnify and defend CCC and its subsidiaries, affiliates, officers, agents, employees, partners, licensors and licensees from any claim or demand, including attorney’s fees and costs, made by any third party due to or arising out of your use of CCC’s Services, your connection with PosterRevolution℠, or your violation of the Agreement.
10.4. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided herein, the Agreement does not confer and is not intended to confer any rights or remedies upon any person other than you.
10.5. Assumption of Risk
You agree that you must evaluate and bear all risks associated with the use of PosterRevolution℠ or Content available via PosterRevolution℠, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by CCC or submitted to or via PosterRevolution℠.
11.0. Dispute Resolution
This section contains agreements regarding how you and CCC will resolve any dispute, controversy, claim, or cause of action arising out of or in connection to PosterRevolution℠ services; this Agreement (including the Privacy Statement); the rights of you or CCC under this Agreement; any breach of this Agreement; or other services, products, and content that may be provided by, through, or in connection with PosterRevolution℠ (each, a "Dispute").
11.1. No Amendment
In any Dispute, the parties agree the terms and conditions of this Agreement in effect at the time the Dispute arose shall apply to the Dispute, including any amendments to the Agreement posted prior to the Dispute arising. No amendments to the Agreement posted by CCC after CCC had actual notice of the Dispute shall apply to such Dispute.
Except as provided in § 11.5, you and CCC each agree to submit to binding arbitration in the event of any Dispute. The arbitration will be held in New York before one arbitrator, on an individual basis and not as a class action. The arbitrator shall be from National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com), and the arbitration shall be according the rules of the National Arbitration Forum. You expressly waive any right you may have to arbitrate a Dispute as a class action. You also expressly waive your right to a jury trial.
If you fail to select an arbitration organization within 30 days after notice from CCC, CCC may select the organization. You may obtain a copy of the rules of each organization by contacting the organization. In the event that any Dispute cannot be submitted to binding arbitration pursuant to the rules of any such organization, such event shall not affect the enforceability of this clause so long as the Dispute may be submitted to binding arbitration with one of the organizations. You and CCC shall agree on one arbitrator to conduct the arbitration and the arbitrator shall be selected pursuant to the applicable rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party.
11.3. Arbitration Is Final
The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act (9 U.S.C. §1 et seq.), and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, the provisions of Section 12.2 of these Terms of Service shall apply to such person or persons only, and all other persons shall continue to be governed by § 11 of this Agreement.
11.4. No Class Action
This Agreement provides that all Disputes, except those stated in § 11.5, will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE COMPANY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
11.5. Violations of CCC’s Proprietary Rights
To the extent you have in any manner violated or threatened to violate CCC’s Intellectual Property Rights, CCC may seek injunctive or other appropriate relief in any state or federal court in the state of New York, and you consent to exclusive jurisdiction and venue in such court.
This section includes several important clauses governing the interpretation of the Agreement, where and under what law disputes may be adjudicated, and other important aspect of the governance of the Agreement.
12.1. Entire Agreement
This Agreement constitutes the final agreement between you and CCC. It is the complete and exclusive expression of your agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between you and CCC on matters contained in the Agreement are expressly merged into and superseded by the Agreement. The provisions of the Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into the Agreement, neither you nor CCC has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in the Agreement. THERE ARE NO CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT, OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT.
12.2. Choice of Law, Forum, and Venue
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES, GOVERN ALL MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLETES, INCLUDING, WITHOUT LIMITATION, ITS INTERPRETATION, CONSTRUCTION, PERFORMANCE, AND ENFORCEMENT.
You have agreed in Section 11 to submit to binding arbitration. However, if Section 11 is found not to have legal affect by any court with jurisdiction over the Agreement, actions arising out of or related to the Agreement, and CCC itself, then you agree that any legal action or proceeding against CCC arising out of or related to the Agreement may be brought only in the United States District Court for the Southern District of New York, or in any court of the State of New York.
12.3. Severability and Waiver
CCC’s failure to exercise or enforce any right granted in the Agreement shall not constitute a waiver of such right.
If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, you nonetheless agree that such court should endeavor to give full effect to the parties’ intentions as reflected in such provision, and you agree that other provisions of the Agreement remain in full effect.
12.4. No Agency
This Agreement creates no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and CCC, and intends no such relationship.
Sections 10, 11 and 12 will survive the termination or expiration of the Agreement.
12.6. Claim Time Limitation
You agree that regardless of any law to the contrary, any claim, cause of action, or other Dispute arising out of or related to the Agreement or use of PosterRevolution℠ must be filed within one year after such claim, cause of action, or other Dispute arises, or be forever barred.
12.7. Captions Not Binding
The captions and numbering of the Agreement are a convenience only and have no legal effect.