Terms and Conditions

Terms of use

1. INTRODUCTION

Welcome to http://www.formationsusa.com (the “Website”). The Website is owned and operated by Formations. Formations, and any and all entities that control, are controlled by, or are affiliated or under common control with us, are collectively referred to herein as “we,” “us” or “our.”
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE. By using the Website, you signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, you may not use the Website. We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms of Use at any time in accordance with the procedures set forth below in Section 11.

2. PRIVACY

Please review our Privacy Policy, which also governs your visit to the Website, to understand our privacy practices. The terms and conditions of our Privacy Policy are incorporated herein and made a part of these Terms of Use.

3. CONSIDERATION

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Website and receipt of data, materials and information available at or through the Website.

4. RESTRICTIONS ON USE OF MATERIALS

All information, content and materials contained on the Website are our copyrighted property or the copyrighted property of our licensors or licensees. All trademarks, service marks, trade names, and trade dress are proprietary to us and/or our licensors or licensees. No information, content or material from the Website or any Internet site owned, operated, licensed, or controlled by us may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except that you may download one copy of the information, content or materials on any single computer for your personal, noncommercial home use only, provided that (a) you keep intact all copyright and other proprietary notices, (b) you make no modifications to the information, content or materials, (c) you do not use the information, content or materials in a manner that suggests an association with any of our products, services or brands, and (d) you do not download information, content or materials so as to avoid future downloads from the Website. The use of any information, content or materials on the Website on any other website or computer environment is prohibited.

5. SUBMISSIONS

Please do not send us any unsolicited materials such as ideas, concepts, data, technical information, testimonials, reviews, suggestions, photographs, drawings, videos, audiovisual works, sound recordings, program formats, characterizations and/or other similar materials (“Unsolicited Submissions”).
If, despite our request, you intentionally or unintentionally send us Unsolicited Submissions, you submit, post or otherwise send us any information, content or materials including, without limitation, data, testimonials, reviews, product information, text, messages, files, images, photographs, videos, audiovisual works, sound recordings, postings, your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and any other materials (collectively, “User-Generated Content”) through such features or activities (such User-Generated Content, together with Unsolicited Submissions, the “Submissions”), we (and our licensees, distributors, agents, representatives and other authorized users) shall be entitled to unrestricted use of such Submissions for any purpose whatsoever, commercial or otherwise, without the requirement of any permission from or payment to you or to any other person or entity. If there exists any doubt or ambiguity about whether any User-Generated Content constitutes a Submission, such User-Generated Content shall be conclusively deemed to be a Submission. No Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. Without limiting the foregoing, you hereby grant us (and our licensees, distributors, agents, representatives and other authorized users), without the requirement of any permission from or payment to you or to any other person or entity, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify, adapt, translate, create derivative works based upon and publicly perform such Submissions, in whole or in part, in all media formats and channels now known or hereafter devised for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you and with or without attribution (the “Submissions License”). You agree to the foregoing grant of rights, consents, agreements and assignments whether or not your Submissions are used by us.

You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms of Use.

You agree that any Submissions you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. To the extent any “moral rights,” “ancillary rights,” or similar rights in or to the Submissions exist and are not exclusively owned by us, you agree not to enforce any such rights as to us or our licensees, distributors, agents, representatives and other authorized users, and you shall procure the same agreement not to enforce from any others who may possess such rights.

The terms of the Submissions License shall govern our right to use all Submissions. Without limiting the scope of the Submissions License or any future grant of rights, consents, agreements, assignments and waivers you may make with respect to Submissions, you hereby ratify any prior grant of rights, consents, agreements, assignments and waivers made by you with respect to Submissions submitted by you to us.

6. CONTENT LINKED TO THE WEBSITE

You should be aware that when you are on the Website, you could be directed to other sites that are beyond our control. This includes links from affiliates and content partners that may use our logo(s) as part of a co-branding relationship. You acknowledge that when you click on a link that leaves the Website, the website you will link to is not controlled by us and different terms of use and privacy policies may apply. By clicking on links to other sites, you acknowledge that we are not responsible for those sites. We reserve the right to disable links from third-party sites to the Website, although we are under no obligation to do so.

7. PRODUCT AND SERVICES INFORMATION

We attempt to be accurate in describing its products and services. We do not warrant that product and service descriptions or other content of this or any other website are complete, reliable, current, or error-free.

8. DISCLAIMER

THE INFORMATION, CONTENT AND MATERIALS ON THE WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN INFORMATION, CONTENT AND MATERIALS ON THE WEBSITE (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, EXCEPT AS OTHERWISE PROVIDED FOR, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY SITES OR SERVICES LINKED TO OR FROM THE WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY, SAFETY OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
We explicitly disclaim any responsibility for the accuracy, completeness or availability of information, content and materials found on sites that link to or from the Website. We cannot ensure that you will be satisfied with any products or services that you purchase from a third-party website that links to or from the Website or third-party information, content or materials contained on our Website. We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy, completeness or reliability of, any of the information, content or materials contained on any third-party website. We do not make any representations or warranties as to the security of any information, content or materials (including, without limitation, credit card and other personal information) you might be requested to give to any third-party. You hereby irrevocably waive any claim against us with respect to information, content and materials contained on the Website (including, without limitation, User-Generated Content), on third-party websites, and any information, content and materials you provide to such third-party websites (including, without limitation, credit card and other personal information). We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

9. INDEMNIFICATION

You hereby agree to indemnify, defend, and hold us, our licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR CONTENT, MATERIALS OR FUNCTIONS ON ANY SUCH WEBSITE, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE WEBSITE.

MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR ANY REASONS BEYOND THE REASONABLE CONTROL OF US OR OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND SUPPLIERS.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE, OUR LICENSORS AND LICENSEES, NOR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND SUPPLIERS ARE RESPONSIBLE OR LIABLE FOR (A) ANY INCOMPATIBILITY BETWEEN THE WEBSITE AND ANY WEBSITE, SERVICE, SOFTWARE OR HARDWARE OR (B) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE WITH ANY TRANSMISSIONS OR TRANSACTIONS RELATING TO THE WEBSITE IN AN ACCURATE OR TIMELY MANNER.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR THE EXCLUSION, LIMITATION, OR DISCLAIMER LIABILITY FOR THE CERTAIN PROVISIONS SET FORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.

11. AMENDMENT

We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms of Use at any time without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Website following any amendment of these Terms of Use will signify and constitute your assent to and acceptance of such revised Terms of Use.

12. TERMINATION

These Terms of Use are effective until terminated by either you or us. You may terminate these Terms of Use at any time by discontinuing use of the Website and destroying all materials obtained from any and all such sites and all related documentation and all copies and installations thereof, whether made under these Terms of Use or otherwise. In the event that you terminate these Terms of Use, you agree to notify us of such termination by sending notice of such termination by certified United States mail, postage pre-paid to:

Formations
8732 Melrose Avenue
Los Angeles, CA 90069

We may immediately terminate these Terms of Use (including your access to the Website) without cause and without notice to you in our sole discretion. Upon termination, you must cease use of the Website and destroy all materials obtained from the Website and all copies thereof, whether made under these Terms of Use or otherwise.

We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of users who are repeat infringers of copyright.

The provisions of these Terms of Use, which by their nature should survive the termination of these Terms of Use, shall so survive such termination.

13. APPLICABLE LAW AND DISPUTES

These Terms of Use, your rights and obligations, our rights and obligations, and all actions contemplated by these Terms of Use, will be governed by the laws of the United States of America and the State of California, without regard to principles of conflicts of law and as if these Terms of Use were a contract wholly entered into and wholly performed within the State of California.

Any dispute relating in any way to your visit to the Website or to products you purchase through the Website shall be submitted to confidential arbitration in Los Angeles County, California, United States of America, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in Los Angeles County, California, United States of America, and you consent to exclusive jurisdiction and venue in such courts.

Arbitration under these Terms of Use shall be conducted under the rules then prevailing of JAMS/ENDISPUTE Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties specifically incorporate the terms of California Code of Civil Procedure section 1283.05 with respect to discovery. The arbitrator’s award shall 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 these Terms of Use shall be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise.

14. MISCELLANEOUS LEGAL PROVISIONS

We may discontinue this Website at any time and for any reason, without notice. We may change the contents, operation, or any and all other features of this Website at any time for any reason, without notice.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Use or your use of the Website. Nothing contained in these Terms of Use is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Our failure to enforce any provisions of these Terms of Use or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of these Terms of Use or to act with respect to similar breaches.

If any provision in these Terms of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

These Terms of Use constitute the entire and final agreement regarding the Website and its content, and supersede any prior or contemporaneous communications between you and us regarding the Website and its contents.

All rights not expressly granted herein are hereby reserved to us.