Last updated: February 26, 2019
If you do not agree to any provision of the Terms, please do not access this Site. The Company reserves the right to modify and revise these Terms at any time by updating this posting. You are bound by any and all such modifications, and therefore it is your responsibility to review the then current Terms page periodically. Your continued use of the Site after the effective date of the changes to the Terms constitutes your agreement and acceptance to such changes.
Unless otherwise noted, the Site, and all content, information, data, text, illustrations, photographs, images, graphics, artwork, video and audio provided on the Site (collectively the “Content”) are owned or licensed by the Company and protected by U.S. and certain international copyright, trademark, patent, trade secret and other laws. Elwood Clothing and other trademarks appearing on the Site are trademarks of Topson Direct, LLC, d.b.a. Elwood Clothing.
The content on the Site, and the Site as a whole, are intended solely for personal non-commercial use by users of the Site. You may download or copy various materials from the Site for your personal use only. No rights in any downloaded or copied content are transferred or granted to you as a result of any such downloading or copying. You may not distribute, modify, transmit, or use in any manner any of the content of this Site for public or commercial use. Use of any content for any purpose not expressly permitted in these Terms is prohibited. You may not reproduce (except as provided above), publish, transmit, distribute, display, frame, modify, create derivative works from, data mine, sell or exploit in any way this Site or any of its contents.
Third Party Sites
We reserve the right to correct any errors or omissions on the Site, at any time, without notice, including after an order has been placed, and to cancel or reject any order. We may, in our sole discretion, limit or cancel quantities ordered per person, per household or otherwise. These restrictions may include multiple orders placed using the same customer account, credit card, billing address or shipping address, or that appear to be placed by a reseller or distributor. In the event we cancel or reject an order placed by you, we will attempt to notify you at the email address or other contact information provided by you at the time you placed the order.
You are responsible for maintaining the confidentiality of your account, including your password, and for restricting access to your computer or other device. This responsibility includes any orders and communications placed or made under or through your account.
Postings and Submissions by Users
We may, in our discretion, allow you to post reviews, comments, photos, videos and other content and/or submit ideas, suggestions or questions (each of the foregoing, “User Comments”) to us. If you do make any such posts or submissions, you grant the Company a license and permission to use, modify, copy, distribute, translate, reformat, create derivative works from, transmit, publicly display or perform, reproduce, and edit your User Comments. This license is non-exclusive, fully-paid, royalty-free, worldwide, irrevocable and perpetual, and may be sublicensed to the extent deemed necessary by us (such as in connection with content delivery networks that serve the Site). This means that you will not be paid or compensated for our use of your User Comments in any manner.
You represent and warrant that: (i) you have the right to grant the above-described license and to use and control the User Comments posted or submitted, and (ii) the posting or submission of your User Comments on our Site does not violate the privacy rights, publicity rights, intellectual property rights, trade secret rights, contract rights or any other rights of any person. You agree to pay for all royalties, fees and any other monies owing any person by reason of any User Comments you post or submit to us. See “Copyright Policy” below.
Your User Comments will not be treated as confidential. Accordingly, you should not post to the Site any comments, ideas, information or anything else to the Site that you wish to keep confidential.
The Company discourages users from sending us creative ideas, suggestions, designs or other materials, as we wish to avoid any misunderstandings about the authorship of or rights in a particular design or product developed or sold by the Company. In the event you do submit or post any such items to us, whether online or through other means, such items shall be deemed to be User Comments to which we shall have a license and shall have the right to use as provided above, including but not limited to in connection with the development, manufacture, sale and marketing of products, without any attribution to you. You acknowledge that the Company will not pay or otherwise compensate you for any use by the Company of such items.
You may not send any material that violates any rights of any third party, or is profane, pornographic, obscene, scandalous, unlawful, harmful, perverse or constitutes or promotes illegal activities. By way of illustration (but not by way of limitation) the following are some specific examples of activity that is illegal or otherwise prohibited on the Site:
- criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses, malware or other harmful files, copyright infringement, patent infringement, theft of trade secrets or any other action that, at the time when taken, is illegal;
- advertising to, or solicitation of, any other user to buy or sell any products or services. You may not transmit any chain letters or junk email through the Site or use any information obtained from the Site in order to contact, advertise to, solicit, or sell to anything to another user without such user’s explicit prior written consent;
- covering or obscuring the banner advertisements on your personal profile page, or any other page of the Site via HTML/CSS or any other means;
- any automated use of the system, such as using scripts to add contacts or send comments or messages or using bots to place orders;
- interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site;
- attempting to impersonate another user or other person;
- using the account, username or password of another member at any time or disclosing your password to any third party or permitting any third party to access your account;
- using any information obtained from the Site in order to harass, abuse, or harm another person;
- displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Site, whether on your own behalf or on behalf of a third person, including but not limited to the posting of commercial content on your profile, the posting of blogs or bulletins with a commercial purpose, and sending private messages with a commercial purpose;
- political campaigning;
- using the Site in a manner inconsistent with any and all applicable laws and regulations; or
- providing a false email address, pretending to be someone other than yourself or otherwise misleading us as to your identity or the origin of any User Comments.
The Company may at any time refuse to post or delete or edit any User Comments that you post or submit to the Site. The Company may also delete any registration at any time for any reason, without notice or liability.
The Company has the right but does not assume the duty to monitor, edit or remove any User Comments, except only as provided below with respect to DMCA matters.
The Company respects the intellectual property of others. You may not post, modify, distribute, or reproduce any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, the Company has a policy of terminating the privileges and right to use the Site of any user who the Company believes, in its sole and absolute discretion, is repeatedly infringing the intellectual property rights of others.
In addition, the Company’s policy is to terminate the privileges and rights to use the Site of any user who has infringed the intellectual property rights of another, whether repeatedly or in a single instance, upon receipt of proper notification to the Company by the copyright owner or the copyright owner's legal agent. The Company is not obligated to monitor postings to determine copyright ownership, but we may so monitor if we choose at any time and from time to time.
If you believe that your work has been copied and posted or otherwise used on the Site in a way that constitutes copyright infringement, please provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on our Site; (iv) your address, telephone number, and email address; (v) 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; and (vi) 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.
The Company’s DMCA agent for notice of claims of copyright infringement can be reached at the following address:
Topson Direct, LLC, d.b.a. Elwood Clothing
3840 Watseka Ave
Culver City, CA 90232
Attn: California Privacy Rights
While the products displayed on this Site may be available at authorized select retailers in the United States and abroad, the Company cannot guarantee that all products appearing on this Site will be available at every authorized retailer or in the colors or sizes you wish to purchase or at the same prices as shown on the Site. Availability and selection, including products offered for sale via the Site, are subject to supply. All product descriptions, specifications, colors and prices are subject to change by the Company at any time, without notice. We have the right to add or remove products at any time, without notice. Please note that the particular technical specifications and settings of your computer and monitor or other device could affect the accuracy of its display of the colors and styles of products offered herein.
Notice to California Residents
Pursuant to California Civil Code section 1789.3, California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Site Maintenance and Changes
We reserve the right to correct any errors or omissions and to change and update the Site at any time, without notice. We may at any time, without notice, modify, suspend, remove or discontinue the Site or any service, content or other features of the Site, including User Comments.
Disclaimer of Warranties and Limitation of Liability
THIS SITE AND ITS CONTENT ARE PROVIDED “AS IS” FOR YOUR USE. THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT ALL CONTENT IS ACCURATE, RELIABLE, CURRENT OR CORRECT; THAT THIS SITE AND ITS CONTENT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT ALL CONTENT IS FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE AND ITS CONTENT IS ENTIRELY AT YOUR OWN RISK.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, ATTORNEYS, AFFILIATES OR CONTRACTORS OR ANY OF ITS OR THEIR HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS OR ASSIGNS SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THIS SITE, ANY EMAIL SENT IN CONNECTION WITH THIS SITE OR FOR ANY CONTENT, PRODUCTS OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND, OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY), REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Indemnification of the Company
You agree to defend, indemnify and hold the Company and its directors, officers, managers, members, employees, agents, attorneys, affiliates and contractors and its and their heirs, legal representatives, successors and assigns harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from or in connection with your use or misuse of this Site and the Content or your violation of any provision of these Terms.
The Company makes no representation or warranty that this Site or any of the Content is appropriate or available for use in any location outside the United States. Accessing this Site or the Content from any location where this Site or the Content is illegal is prohibited. You agree that if you choose to access this Site or Content from any location outside the United States, you do so on your own initiative and are solely responsible for compliance with applicable international and local laws.
The party first asserting a Dispute shall provide written notice of the Dispute to the other party, describing the facts and circumstances of the matter and allowing the other party 30 days in which to respond or settle the Dispute, before it may commence an arbitration or small claims court proceeding. Notice of a Dispute shall be sent:
- if to the Company: Topson Direct, LLC, d.b.a. Elwood Clothing, 3840 Watseka Ave., Culver City, CA 90232, Attention: Clarisa Avendano;
- if to you, at your last-used billing address or the billing or shipping address in your online profile.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, remedies that would otherwise be available to you in court under applicable federal, state or local laws shall remain available to you in arbitration. You have the right to be represented by an attorney in the arbitration.
If a Dispute is not resolved within the 30-day period described above, the party asserting a Dispute may commence an arbitration by filing a demand for arbitration with the American Arbitration Association (“AAA”). A copy of the arbitration demand must also be sent at the same time to the Company, at the address provided above. The arbitration will be conducted pursuant to the AAA Consumer Arbitration Rules (the “Rules”), as modified by this Agreement. A copy of the Rules may be found at www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to conduct the arbitration, the parties shall in good faith attempt to select another arbitration provider. The arbitration will be conducted in Los Angeles, California or, if you prefer, it may be conducted by telephone or in the county where you live. Each party will be entitled to conduct discovery of any relevant non-privileged information. The arbitrator shall issue an award that consists of a written statement stating the disposition of each claim. The award shall also provide a concise written statement of the essential findings and conclusions on which the award is based.
The Company will reimburse you for any filing, administrative or arbitrator fees paid by you where your claims are for less than $10,000 total, provided the arbitrator does not find that your claims were frivolous. The Company waives its right to seek the recovery of its attorneys’ fees and costs from you, unless the arbitrator finds that your claims were frivolous.
Each of us agrees that any dispute resolution proceeding will only be conducted on an individual basis and not in a class, consolidated or representative action. Each of us waives any right to a jury trial, to assert or participate in a class action lawsuit or arbitration or to assert or participate in any joint or consolidated lawsuit or arbitration, to the maximum extent permitted by applicable law. If a court determines that applicable law prohibits the enforcement of any particular provision of this paragraph as to a particular cause of action, that cause of action only may remain in court and will be severed from any arbitration. Notwithstanding anything herein to the contrary, nothing in this Arbitration Agreement shall restrict the Company from commencing a legal or equitable action to enjoin infringement or other misuse of intellectual property rights.
This Arbitration Agreement shall be governed by and interpreted and enforced in accordance with the Federal Arbitration Act. This Arbitration Agreement shall continue in force after your use of this Site ends.
Except for the Arbitration Agreement, which shall be governed by the Federal Arbitration Act, these Terms shall be governed by the laws of the State of California, without regard to its choice of laws principles. If any provision of these Terms is found to be invalid or unenforceable for any reason, that provision shall be severable to the extent it is invalid or unenforceable, and the remainder of these Terms (including any portion of such provision that is not found to be invalid or unenforceable) shall remain in full force and effect. The waiver of any provision of these Terms shall not be deemed to be a waiver of any other provision or of such provision in the future. These Terms constitute the entire agreement between us relating to your use of the Site.
Questions or Comments
For questions or comments about these Terms, please email us at firstname.lastname@example.org. Our address and telephone number are:
3840 Watseka Ave., Culver City, CA 90232