www.midtowncarpetco.com (the "Site") is provided by Midtown Carpet & Flooring to you subject to the following Terms and Conditions (the "T&C's") and any operating rules or policies that may be published from time to time by Midtown Carpet & Flooring.
Changes to the T&C's:
Midtown Carpet & Flooring may, in its sole discretion, change, add or remove any portion of the T&C's, at any time, by posting new T&C's to the Site. Your continued use of the Site after such changes are posted will constitute your agreement to such changes.
Modifications to the Site:
Midtown Carpet & Flooring reserves the right, for any reason, in its sole discretion, to terminate, change or suspend any aspect of the Site, including, but not limited to, content, features or hours of availability. Midtown Carpet & Flooring may impose limits on certain features of the Site or restrict your access to part or all of the Site without notice or penalty.
You are solely responsible for the content and context of any materials or User Information you post or submit through the Site. You warrant and agree that, while using the Site, you shall not upload, post or transmit to or distribute or otherwise publish through the Site any materials which: (a) are unlawful, threatening, harassing or profane, (b) restrict or inhibit any other user from using and enjoying the Site, (c) constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability, or (d) contain a virus or other harmful component, advertising of any kind, or false or misleading indications of origin or statements of fact.
All remarks, submissions, ideas, concepts, pictures or other information you submit to the Site will become the exclusive property of Midtown Carpet & Flooring. Midtown Carpet & Flooring will not be required to treat any submission as confidential, and will be entitled to use all submissions for any purpose whatsoever, without any compensation to you.
You acknowledge and agree that all content and materials available on the Site, including the Midtown Carpet & Flooring name and logo, and other names and logos that may appear on the Site, are protected by intellectual property and other laws. Except as expressly authorized by Midtown Carpet & Flooring, any use, copy, reproduction, display, performance, modification or retransmission is strictly prohibited. Notwithstanding the above, you may download one copy of the content and materials on the Site on any single computer for you personal non-commercial use, provided you keep intact all proprietary and other notices.
You agree that Midtown Carpet & Flooring has the right, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time, for any reason in its sole discretion, any material and content anywhere on the Site, including but not limited to bulletin boards, e-mail and other forums. Notwithstanding this right, Midtown Carpet & Flooring do not and cannot review all materials posted to the Site by Users and Midtown Carpet & Flooring are not responsible for any such materials posted by Users.
DISCLAIMER OF WARRANTIES:
THE SITE, INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Midtown Carpet & Flooring DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS.
LIMITATION OF LIABILITY:
IN NO EVENT SHALL Midtown Carpet & Flooring BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO EVEN IF Midtown Carpet & Flooring OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE TOTAL LIABILITY OF Midtown Carpet & Flooring TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.
You shall indemnify, defend and hold Midtown Carpet & Flooring, its officers, directors, employees and agents (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), incurred by an Indemnified Party in connection with any claims arising out of, based upon or resulting from any breach or violation by you of the T&C's or any use by you of the Site or as a result of a dispute with another User. Midtown Carpet & Flooring reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of any matter without the prior written consent of Midtown Carpet & Flooring.
This Agreement constitutes a binding agreement between you and Midtown Carpet & Flooring until terminated by you or Midtown Carpet & Flooring, which Midtown Carpet & Flooring may do at any time, without notice, in Midtown Carpet & Flooring's sole discretions. If you become dissatisfied with the Site, in any way, your only recourse is to immediately discontinue use of the Site.
Choice of Law; Dispute Resolution:
This Agreement shall be governed by and in accordance with the laws of the State of California, without regard to conflicts of laws provisions. Any controversy involving Midtown Carpet & Flooring arising from or in any way related to the T&C's or your use of the Site shall be heard in the appropriate State or Federal court in Los Angeles County, California State and you irrevocably consent to the jurisdiction of such courts.
Notices And Disclosures:
Except as explicitly stated otherwise, any notices shall be given by e-mail to email@example.com, in the case of Midtown Carpet & Flooring, or, in the case of a User to the e-mail address you provide to Midtown Carpet & Flooring. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid.
If any provision of the T&C's is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of the T&C's, and the remainder of the T&C's shall continue in full force and effect. The failure by either you or Midtown Carpet & Flooring to exercise or enforce any rights or provisions of the T&C's shall not constitute a waiver of such right or provision. You agree that any cause of action arising out of or related to the Site or the T&C's must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Agreement comprises the entire agreement between you and Midtown Carpet & Flooring and supersedes all prior agreements between the parties, regarding the subject matter contained herein. All provisions in the T&C's regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of the T&C's.