Effective Date: October 10, 2021 Updated: November 15, 2021
By accessing and using the Services you agree to be bound by the Terms described in this document. These Terms create a contractual relationship between you and Clown Shoes World. You do not have to agree to these Terms, in which case, you will not enter into a contractual relationship with us. If you elect to access or use our Services, however, you must accept to be bound by these Terms. These Terms expressly supersede prior agreements or arrangements between you and Clown Shoes World. We may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
From time to time, we may need supplemental terms to apply to certain Services, such as policies for a particular event, activity or promotion. We will disclose these supplemental terms to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, our Terms for the purposes of the applicable Service(s). If there is a conflict between our supplemental terms and these more general Terms, the more specific of the two, likely the supplemental terms, will take precedence with respect to the applicable Services.
We may amend the Terms related to the Services from time to time. Amendments are effective when we post them at this location or the amended policies or supplemental terms on the applicable Service(s). By continuing to access or use the Services after we have posted amendments, you agree that it is appropriate for us to consider that you have expressly consented to be bound by the Terms, as amended. Keep in mind that it remains your responsibility to stay informed as to any and all amendments that we post, even if you do not receive our reminders that amended Terms have been posted.
The Services that we provide constitute a technology platform that enables you and other users of Clown Shoes World's mobile applications or websites provided as part of the Services (each, an "Application") to arrange transactional services with you and / or third party providers of such services, including independent third party processing providers and third party wholesale providers ("Third Party Providers"). Unless we specifically agree otherwise in a separate written agreement with you, the Services are made available solely for your commercial use.
Subject to your compliance with these Terms, Clown Shoes World grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your business device(s) solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your business, commercial use. Any rights that we do not expressly grant to you as part of these Terms are reserved by Clown Shoes World and Clown Shoes World's licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Clown Shoes World; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Third Party Services and Content
The Services and all rights therein are and shall remain Clown Shoes World's property or the property of Clown Shoes World's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Clown Shoes World's company names, logos, product and service names, trademarks or services marks or those of Clown Shoes World's licensors.
Your Use of the Services
You must be the age of legal majority in your jurisdiction to obtain an Account. Account registration requires you to provide us with certain personal and business information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. If you fail to maintain accurate, complete, and current Account information, we may discontinue your ability to access and use the Services or terminate this Agreement with you. You are responsible for all activities that occur under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You may have only one Account with Clown Shoes World, unless we notify you otherwise in writing.
User Requirements and Conduct
You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You agree that you will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you acknowledge and agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
Clown Shoes World may, in our sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that we may establish on a per promotional code basis ("Promo Codes"). You agree that, to the fullest extent allowed by law, Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Clown Shoes World; (iii) may be disabled by Clown Shoes World at any time for any reason without liability to Clown Shoes World; (iv) may only be used pursuant to the specific terms that Clown Shoes World establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Clown Shoes World reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Clown Shoes World determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
User Provided Content
We may, in our sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Clown Shoes World, through the Services, textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content that you may provide remains your property. However, by providing User Content to Clown Shoes World, you grant us a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Clown Shoes World's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Clown Shoes World the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor our use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You acknowledge and agree that uploading User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Clown Shoes World in our sole discretion, whether or not such material may be protected by law, is a significant violation of these Terms and may cause us to end our contractual relationship. We may, but shall not be obligated to, review, monitor, or remove User Content, at our sole discretion and at any time and for any reason, without notice to you.
Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Services. You understand and acknowledge that rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Clown Shoes World does not guarantee that the Services, or any portion thereof, will function on any particular hardware, operating software or devices. In addition, you agree that we bear no responsibility for the fact that the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
You understand that use of the Services may result in charges to you for the services or goods you receive from Clown Shoes World ("Charges"). Prior to or after you have received services or goods obtained through your use of the Service(s), Clown Shoes World will facilitate your payment of the applicable Charges, as such Clown Shoes World’s limited payment collection agent. Charges will be inclusive of applicable taxes where required by law. The Charges that you pay are deemed final and non-refundable, unless we agree to otherwise in writing. You retain the right to request lower Charges from Clown Shoes World, for services or goods received by you from Clown Shoes World at the time you receive such services or goods. It will be the sole discretion of Clown Shoes World to respond to any request from you, to modify the Charges for a particular service or good.
Clown Shoes World will ensure the payment of all your Charges using the preferred payment method you designate. Clown Shoes World will send you a receipt by email after each Charge. If your primary Account payment method is expired, invalid or otherwise not able to be charged for any reason, you agree that Clown Shoes World may, as the limited payment collection agent, use a secondary payment method in your Account, if available.
As between you and Clown Shoes World, Clown Shoes World reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time, in Clown Shoes World’s sole discretion. Clown Shoes World will use reasonable efforts to inform you of all Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Clown Shoes World may from time to time, provide certain clients with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from Clown Shoes World at any time with a 30 day written notice.
This payment structure is intended to fully compensate Clown Shoes World developers and managers and third parties for the services or goods provided.
Disclaimers; Limitation of Liability; Indemnity
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CLOWN SHOES WORLD DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CLOWN SHOES WORLD MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CLOWN SHOES WORLD DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
CLOWN SHOES WORLD WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT WILL OUR LIABILITY TO YOU IN CONNECTION WITH THE SERVICES EXCEED FIVE HUNDRED U.S. DOLLARS (US $500) FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION.
ALTHOUGH YOU MAY USE OUR SERVICES TO PROVIDE GOODS, OR OTHER SERVICES TO, INCLUDING BUT NOT LIMITED TO, THIRD PARTY PROVIDERS AND YOUR CUSTOMERS, YOU AGREE THAT WE BEAR NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR SERVICES PROVIDED TO YOU BY US OR THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY DESCRIBED IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CUSTOMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold us and our officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) our use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PERFORMANCE OF SERVICES, WHETHER ARISING OUT OF CONTRACTUAL OBLIGATIONS, OR GENERALLY OWED DUTY (TORT), OR OUT OF ANY LOCAL, STATE OR FEDERAL CONSTITUTION, STATUTES, LAWS, RULES OR REGULATIONS, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, (“THE DISPUTES”) WILL BE SUBMITTED TO AND DETERMINED BY FINAL AND BINDING ARBITRATION IN PHOENIX, ARIZONA, BEFORE A SOLE ARBITRATOR, PURSUANT TO THE FEDERAL ARBITRATION ACT, 9 U.S.C. SEC. 1, ET SEQ. THE ARBITRATOR WILL BE SELECTED, AND THE ARBITRATION CONDUCTED, IN ACCORDANCE WITH THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF JAMS-ENDISPUTE OR A SET OF PROCEDURES SIMILAR TO THOSE, WHICH THE PARTIES MAY SPECIFICALLY AGREE TO USE, AS FURTHER DETAILED BELOW.
Any post-award proceedings, if any, will be conducted in accordance with the Federal Arbitration Act, 9 U.S.C. Sec. 1, et seq. With the exception of the fee to initiate the arbitration, which will generally be our exclusive responsibility as further explained below, the costs of the arbitration, including the fees and expenses of the arbitrator, shall be determined by the arbitrator, unless you and we agree to something different in writing. Unless the arbitrator reaches a different conclusion, each party shall bear its own costs and attorneys’ fees.
YOU WAIVE ANY RIGHT TO LITIGATE ANY DISPUTE, CLAIM OR CONTROVERSY, AS DEFINED ABOVE, IN A COURT OF LAW, UNLESS THIS PROVISION IS DEEMED INVALID, BUT IN ANY EVENT, YOU AND WE EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY.
YOU AND WE AGREE THAT ALL DISPUTES BETWEEN YOU AND US (AND ANY OTHER PERSONS OR ENTITIES ASSOCIATED WITH EITHER YOU OR US), UNLESS AGREED TO OTHERWISE IN WRITING, WILL BE SUBMITTED TO ARBITRATION (OR, IN THE EVENT THE ARBITRATION CLAUSE IS DEEMED INVALID FOR ANY REASON, WILL BE LITIGATED) INDIVIDUALLY AND NOT ON A REPRESENTATIVE OR COLLECTIVE BASIS; THAT YOU OR WE WILL NOT CONSOLIDATE CLAIMS WITH THE CLAIMS OF ANY OTHER INDIVIDUAL OR ENTITY; THAT YOU AND WE WILL NOT SEEK CLASS OR COLLECTIVE ACTION TREATMENT FOR ANY CLAIM THAT YOU OR WE MAY HAVE; AND THAT YOU OR WE WILL NOT PARTICIPATE IN ANY CLASS OR COLLECTIVE ACTION AGAINST YOU OR US OR ANY PERSONS OR ENTITIES ASSOCIATED WITH EITHER YOU OR US.
If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
ARBITRATION RULES AND GOVERNING LAW
The arbitration will be administered by Jams/Endispute (JAMS) or the American Arbitration Association ("AAA") in accordance with their rules in effect at the time of filing for the resolution of such disputes, for instance AAA’s Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules"), except as modified by this "Dispute Resolution" section. Both JAMS and AAA maintain copies of their applicable rules on their websites, and they can be specifically requested by phone or email.
You or we must, if so desired, initiate arbitration with a written Demand for Arbitration as prescribed under the procedures defined by JAMS or AAA. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then a neutral will be appointed using the applicable rules of JAMS or AAA, as applicable.
ARBITRATION LOCATION AND PROCEDURE
Unless you and Clown Shoes World otherwise agree, the arbitration will be conducted in Phoenix, Arizona. If a claim does not exceed $10,000, then you and Clown Shoes World agree that the arbitration will be conducted solely on the basis of documents you and we submit to the arbitrator, unless either side requests a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, the question of whether a hearing should take place will be determined based upon applicable JAMS or AAA rules.
The arbitrator will render an award within the time frame specified in the applicable Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. In the event you prevail, in the arbitrator’s discretion, you may be entitled to recover taxable costs and reasonable attorney’s fees incurred in the diligent but fair prosecution of the arbitration. If the arbitrator believes that you are the prevailing party and decides that an award of attorneys’ fees is warranted, the standard for such an award, unless otherwise provided by applicable law, would be the amount that a reasonable attorney would charge for performance of the legal services at issue, without regard to any lodestar analysis or alternate fee arrangement that would suggest entitlement to a recovery greater than a reasonable value for the services provided by a legal practitioner with similar experience in the community at issue calculated as a factor of hours reasonably incurred in representation multiplied by a reasonable hourly rate. We will not seek, and hereby waive, all rights under applicable law to recover, attorneys' fees and expenses if we prevail in arbitration.
Your responsibility to pay any filing, administrative and arbitrator fees will be solely as set forth in the applicable JAMS/AAA Rules. However, if your claim for damages does not exceed $75,000, Clown Shoes World will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the modification-related provisions above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Clown Shoes World written notice of such rejection by mail or hand delivery to: Clown Shoes World Attn: Dispute Resolutions, 3218 E Bell Road Suite 116, Phoenix, AZ 85032, or by email from the email address associated with your Account to: [email protected] within 30 days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Clown Shoes World in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Choice of Law
These Terms are governed by and construed in accordance with the laws of the State of Arizona, U.S.A., without giving effect to any conflict of law principles that would suggest or result in the application of the law of a different jurisdiction to the fullest extent allowed under law.
Claims of Copyright Infringement
Claims of copyright infringement should be sent to Clown Shoes World's designated agent. Please visit Clown Shoes World's web page at clownshoesworld.com for the designated address and additional information.
We may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Clown Shoes World, with such notice deemed given when received by Clown Shoes World, at any time by first class mail or pre-paid post to Clown Shoes World, Attn: User Notices - Legal, 3218 E Bell Road Suite 116, Phoenix, AZ 85032.
You may not assign these Terms without our prior written approval. We may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, us or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Should we elect not to enforce any right or provision in these Terms, that election will not constitute a waiver of the right or provision at issue in these Terms unless we acknowledge and agree to that waiver specifically and in writing.