Terms of Use

www.araca.com

Welcome to The Araca Group located at www.araca.com (the “Website”) and operated by Araca Merchandise L.P., located at 545 West 45th Street, 10th Floor, New York, NY 10036 (“Araca”, “we”, “our”, or “us”). These Terms of Use (the “Agreement”) set forth the terms and conditions which govern your use of the Website.

This Website, and all of its contents, are published solely for self-promotional, business-to-business purposes for the exclusive use of The Araca Group clients, prospects and employees, and is not intended for the casual viewing or entertainment purposes of the public. The Araca Group explicitly forbids the downloading or re-purposing of any text, audio, visual, programming or design data without prior written consent from The Araca Group.

Please read this Agreement carefully before accessing the Website. By accessing the Website, Visitors agree to be bound by the terms and conditions set forth in this Agreement. If Visitors do not wish to be bound by this Agreement, they are not authorized to use this Website.

Araca reserves the right to modify this Agreement at any time. You agree to review the Agreement periodically to be aware of such modifications and that your continued use of the Website shall be deemed to be your conclusive acceptance of any modified Agreement.

Intellectual Property

1.1 Copyright. Except for Registrant Content, any Content appearing on the Website is the property of Araca or its licensors or suppliers and is protected by copyright under the copyright laws of the United States and other countries. You agree not to use, display, reproduce, retransmit, modify, distribute, disseminate, sell, publish, broadcast, circulate, display or in any way exploit any Content (including any copyrighted material, trademarks, or other proprietary information), in whole or in part, whether by e-mail or by any other means, for any purpose other than for your personal, non-commercial use.

2.2 Trademarks. Unless otherwise indicated, all names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, trade dress, and service names included in the Website are trademarks of Araca or its licensors or suppliers (collectively, the “Trademarks”) and are protected by the trademark laws of the United States and other jurisdictions. You may not use, copy, reproduce, republish, distribute, modify or post any Trademarks in any way, including in advertising or publicity pertaining to or distribution of materials on the Website, without our prior written consent. The Trademarks may not be used in any manner that is likely to cause confusion, or in any manner that disparages or discredits Araca.

3.3 Copyright Agent. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number, and e-mail address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Araca actual knowledge of facts or circumstances from which infringing material or acts are evident. Araca's copyright agent for notice of claims of copyright infringement can be reached as follows:


Attn: Copyright Agent
The Araca Group
545 W 45th Street, 10th Floor
New York, NY 10036
212.869.0070
212.869.0210 FAX
copyright@aracamerch.com


We suggest that you consult your legal advisor before filing a notice with Araca’s copyright agent. You should note that there can be penalties for false claims under the DMCA.

Links

Araca and/or third parties may provide links to other websites of possible interest to you. Because we have no control over such websites, you acknowledge and agree that we are not responsible for the availability of such websites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. You also acknowledge and agree that Araca shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. All such websites shall be subject to the policies and procedures of the owner of such websites.


DISCLAIMER OF WARRANTIES

REGISTRANTS AND VISITORS ACKNOWLEDGE AND AGREE THAT THEIR USE OF THE WEBSITE IS AT THEIR SOLE RISK. ARACA MAKES NO GUARANTY AS TO THE ACCURACY, CORRECTNESS OR COMPLETENESS OF: (I) ANY CONTENT (INCLUDING WITHOUT LIMITATION REGISTRANT CONTENT AND PRODUCT DESCRIPTIONS AND/OR PRICING) APPEARING ON THE WEBSITE, AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ARISING FROM THE USE OF ANY CONTENT THEREOF; (II) ANY FAILURES, DELAYS OR INTERRUPTIONS WITH RESPECT TO THE ORDERING OF AND DELIVERY OF PRODUCTS ORDERED BY YOU; (III) LOSSES OR DAMAGES ARISING FROM THE USE OF CONTENT (INCLUDING REGISTRANT CONTENT) APPEARING ON THE WEBSITE; (IV) ANY CONDUCT BY REGISTRANTS OR VISITORS; OR (V) ANY PRODUCTS PROVIDED THROUGH OR IN CONJUNCTION WITH THE WEBSITE. ALL PRODUCTS ORDERED THROUGH THE WEBSITE ARE ACQUIRED BY YOU “AS IS” AND “WHERE IS”. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ARACA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, EITHER EXPRESS OR IMPLIED. SPECIFICALLY, ARACA DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.


LIMITATION OF LIABILITY

4.1 IN NO EVENT SHALL ARACA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENCIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY PRODUCTS ACQUIRED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS OR BUSINESS, OR ANTICIPATED LOST PROFITS OR BUSINESS, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. ARACA’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (I) THE CUMULATIVE AMOUNT PAID BY YOU FOR THE PRODUCTS ACQUIRED THROUGH THE WEBSITE BY YOU WHICH GIVE RISE TO YOUR CLAIM, OR (II) $100.

4.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 6 OR 7 HEREOF MAY NOT APPLY TO YOU.


Indemnification

You agree to indemnify, defend and hold Araca harmless from any claim, expense or demand, including without limitation reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party. You agree that under no circumstances will Araca be liable in any way for the accuracy, reliability, or quality of any Registrant Content, and that each Registrant shall hold Araca harmless for (i) any errors or omissions in Content posted by such Registrant, or (ii) any loss or damage of any kind incurred as a result of the use of Content posted by such Registrant.


Third Parties

Your participation, correspondence or business dealings with any third party found on or through the Website, regarding payment and delivery of specific products, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Araca shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.


Commercial Use

You acknowledge and agree that the Website is for the personal use of Registrants and Visitors only and may not be used by you directly or indirectly in connection with any commercial endeavors.


Privacy

Araca is committed to safeguarding your privacy. The terms regulating the handling of PII and other information by you in connection with the Website is described in our Privacy Policy.


No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Araca by this Agreement.


Notices

Except as provided in the following sentence, all notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Araca Merchandise L.P., 545 West 45th Street, 10th Floor, New York, NY 10036, Attention: Business Affairs, and to a Registrant at the address listed in such Registrant’s Profile. Notice shall be deemed given three (3) days after the date of the mailing.


Governing Law

You acknowledge and agree that this Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding conflict of laws provisions thereof that would indicate the application of the laws of any other jurisdiction and you hereby submit to exclusive jurisdiction in the federal and state courts of New York. You agree to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.


General

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement may be automatically assigned by Araca, in its sole discretion, to a third party. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement will survive termination or expiration to the extent necessary to carry out the intentions of the parties.


Contact Us

If you have any questions or concerns regarding the Website, please contact us by e-mail at info@araca.com or write to us at Araca Merchandise L.P., 545 West 45th Street, 10th Floor, New York, NY 10036.