1. Binding Legal Agreement A. These terms of use (the “Terms of Use”) are a binding legal agreement between you and Tish & Snooky’s N.Y.C. Inc. ("T&S", "we" "our" or "us") regarding your use of services or features of any sites owned or controlled by us, including but not limited to this website, manicpanic.com, any affiliated T&S or Manic PanicÒ website (collectively, the “Sites”) and any products or services available from the Sites. We may add additional Sites from time to time as we expand our beauty, fashion and other offerings and these Terms of Use will govern those new Sites when added. You may be accessing our Sites from a computer or mobile phone device (through an iPhone or Android application, for example) and these Terms of Use govern your use of our Sites and your conduct, regardless of the means of access. You may be using our interactive services ("Interactive Services"), if any, such as a community forum where we may interact with you and invite your feedback; and where you may post content, and these Terms of Use, and other areas of our Sites, provide guidelines ("Guidelines") and rules and regulations ("Rules") and govern your use of those Interactive Services, including services that involve Third Party Sites where we may interact with you and post content or invite your feedback, such as www.facebook.com/manicpanic, www.twitter.com/manicpanic, www.instagram.com/manicpanic, and www.youtube.com/manicpanic ("Third Party Sites"). However, we do not control those Third Party Sites, and these Terms of Use, our Guidelines and our Rules do not apply to companies that we do not own or control, or to the actions of people that we do not employ or manage. You should always check the terms of use posted on Third Party Sites. B. By accessing or using the Sites, you signify your agreement to comply with these Terms of Use (including those available by hyperlink), our Privacy Policy, our Community Guidelines if any, our other Guidelines and Rules, together incorporated herein and made a part hereof by this reference, whether or not you have read them, as well as all applicable local, national, and international laws and regulations. If you do not agree with any of these, you should not use our Sites. The Terms of Use apply to all users of the Sites, whether or not you contribute any content, such as graphics, drawings, pictures, photos, illustrations, suggestions, commentary, feedback, information or other materials or services on or to the Sites. If you do not agree to any and all of these terms and conditions, you are not authorized to use the Sites and therefore please do not do so. Please read the Terms of Use and any linked information carefully. C. We, in our sole discretion, may modify, amend, or revise any of the terms and conditions contained in the Terms of Use, Guidelines and Rules and policies from time to time, and at any time, without notice, and you agree to be bound by such modifications or revisions. If we decide to change these Terms of Use, we will post a new version on the Sites and update the date set forth above. Any changes or modifications to these Terms of Use, Guidelines or Rules, will be effective upon posting of the revisions. Your continued use of the Sites following posting of any changes or modifications constitutes your acceptance of such changes or modifications and if you do not agree with these changes or modifications, you must immediately cease using the Sites. For this reason, you should frequently review these Terms of Use, our Guidelines and Rules and any other applicable policies, including their dates, to understand the terms and conditions that apply to your use of the Sites. D. We reserve the right to discontinue any aspect of the Sites, Interactive Services, or uses at any time. E. Nothing in the Terms of Use shall be deemed to confer any third-party rights or benefits. 2. Content and User Submissions, Defined A. Illustrations, drawings, graphics, photos, images, and/or any other pictorial or other content including without limitation, applications, software, scripts, graphics, photos, sounds, music, audio, visual, audio-visual, effects, pictures, illustrations, interactive features and the like and/or text, suggestions, commentary, feedback and/or any other textual content including product ratings and reviews and all other data, profile information, documents, messages, forum postings, comments, questions, answers or other materials (“User Content”) that you or others submit, upload, post, email or otherwise transmit via or to the Sites, through our Interactive Services or otherwise, to us are collectively referred to as “User Submissions”. B. Any content on the Sites, other than User Submissions, including without limitation, the text, design, logos, button icons, images, software, scripts, graphics, photos, sounds, music, audio, visual, audio-visual, effects, pictures, illustrations, formulae and formulations, commentary, interactive features and the like, the selection and arrangement thereof, is referred to as “Content,” and all Sites and page headers, logos, custom graphics and button icons contained therein constitute our service marks, trademarks, and/or trade dress and are collectively referred to as “Marks”. C. All Content is Copyright (c) 1991-2015 Tish & Snooky's N.Y.C. Inc., ALL RIGHTS RESERVED. The compilation (meaning the collection, arrangement and assembly) of all Content is our exclusive property and protected by U.S. and international copyright laws. All software used on the Sites is our property or our software suppliers’ and is protected by U.S. and international copyright laws. Permission is granted to electronically copy and to print in hard copy portions of the Sites for the sole purpose of placing an order with us, using the Interactive Services or using the Sites as a shopping resource. Any other use of materials on the Sites - including reproduction for purposes other than those permitted above, modification, distribution, republishing, transmission, display or performance - without our prior written permission is strictly prohibited. D. The Marks may not be used in connection with any product or service that is not offered by us in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. All other trademarks, product names and company names or logos cited herein are the property of their respective owners. 3. Permissions and Restrictions for your Use of Sites We hereby grant you a revocable, non-transferable, and non-exclusive permission to access and use the Sites and Interactive Services as set forth in these Terms of Use, provided that: A. You comply with the terms and conditions of these Terms of Use (including those available by hyperlink), the Privacy Policy, the Guidelines and Rules, the Community Guidelines and all applicable local, national, and international laws and regulations; and, B. You agree not to: 1. Distribute, use, copy, reproduce, transmit, broadcast, sell, license, download, or otherwise exploit any part of the Sites (including but not limited to Content and User Submissions) or Interactive Services in any medium, other than as expressly permitted herein without our prior written consent, including any use, copying, or distribution of User Submissions obtained through the Sites or Interactive Services for any commercial purposes. 2. Alter or modify any part of the Sites, including but not limited to our technologies. 3. Access User Submissions, Interactive Services, or Content through any technology or means other than as authorized by the Terms of Use or a written agreement between you and us. 4. Circumvent, disable or otherwise interfere with security-related features of the Sites, Interactive Services or features that prevent or restrict use or copying of any Content and User Submissions or that enforce limitations on use of the Sites, Interactive Services, or the Content and User Submissions therein. 5. Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Sites in a manner that sends more request messages to the our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the Sites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases. We reserve all rights not expressly granted in and to the Content. When using the Interactive Services, you may not disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges. 6. Use our Interactive Services or other means to impersonate any person or entity, including, without limitation, any T&S official, forum leader, guide or host, or to falsely state or otherwise misrepresent your affiliation with a person or entity. 7. “Stalk” or harass any other user. 8. Use our Interactive Services or other means to collect, harvest or store any personally identifiable information or store personal data about other users from the Sites or Interactive Services, use the communication systems provided by the Sites or Interactive Services for any commercial solicitation purposes, or solicit, for commercial purposes, any users of the Sites or Interactive Services with respect to their User Submissions. 9. Use the Sites or Interactive Services for any commercial use without our prior written consent. Prohibited commercial uses include, but are not limited to, any of the following actions taken without our express written consent: a. Sale of access to the Sites, Interactive Services, Content, User Submissions, or services via another website or medium (such as a mobile application); b. Use of the Sites, Interactive Services, Content, User Submissions or services for the purpose of gaining advertising or subscription revenue; c. The sale of advertising, on the Sites or any third-party Site, targeted to the content of specific User Submissions or the Content; d. Any use of the Sites, Interactive Services, Content, User Submissions or services that we find, in our sole discretion, has the effect of competing with or displacing the market for the Sites, Interactive Services, Content or User Submissions. 4. Use of Content, Interactive Services, and User Submissions You may access Content, User Submissions, Interactive Services and Site services only as permitted under the Terms of Use. In addition to the general restrictions above, the following specific restrictions and conditions apply to your use of Content and User Submissions on the Sites. A. The Content on the Sites, the Marks, Interactive Services and the User Submissions, are owned by, or licensed to, us, subject to copyright and other intellectual property rights under the law. Content on the Sites is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, published, sold, licensed, or otherwise exploited for any other purposes whatsoever without our prior written consent and/or that of the respective owners. We reserve all rights not expressly granted in and to the Sites, the Interactive Services, the Content and the Marks. B. User Submissions are made available to you “as is,” for your information and personal use and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Site or otherwise as expressly authorized under the Terms of Use. C. You understand that when using the Sites, you will be exposed to User Submissions from a variety of sources, and that you may be exposed to User Submissions that are inaccurate, offensive, unpalatable, inedible, unsafe, poisonous, indecent, or objectionable. You further understand and acknowledge that we are not responsible for the accuracy, usefulness, safety, taste, palatability, results, or intellectual property rights of or relating to such User Submissions and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us, our owners, operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Sites. D. We do not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Submissions. E. All User Submissions that you submit are not confidential and may be used at our sole discretion. We may or may not pre-screen User Submissions. However, our designees and we will have the right (but not the obligation) in their sole discretion to pre-screen, change, condense or delete any User Submission on the Sites. In particular, our designees and we will have the right to remove any User Submission that we deem, in our sole discretion, to violate the Guidelines, Rules, or any other provision of these Terms of Use or is otherwise objectionable. We do not guarantee that you will have any recourse through us to edit or delete any User Submission you have submitted. We reserve the right to incorporate any User Submission you have submitted into any account you may have, now or in the future, as a registered user of the Sites. Ratings, written comments, questions and answers are generally posted within two to four business days. However, we reserve the right to remove or to refuse to post any submission for any reason. You acknowledge that you, not us, are responsible for the contents of any User Submission you submit. None of the User Submission that you submit shall be subject to any obligation of confidence on our part, our agents, subsidiaries, affiliates, partners or third-party service providers and their respective directors, officers and employees. F. If your User Submission includes ideas, suggestions, documents or proposals to us through the Interactive Services, (a) such User Submission is not confidential or proprietary and we have no obligation of confidentiality, express or implied, with respect thereto; (b) we may have something similar to that User Submission already under consideration or development; and (c) you are not entitled to compensation, payment or reimbursement of any kind for such User Submission from us under any circumstances unless you are otherwise notified by us in writing. G. You are solely responsible for all User Submissions. We will not accept User Submission from you unless you are a registered user of the Sites. H. We provide the Sites and the Interactive Services and all other applications and services on the Sites as a forum only. We are not liable for any statements, representations, or Content provided by our users in any public forum on the Sites or any Third Party Site, including without limitation through the Interactive Services. Any Content, if displayed, is displayed for entertainment and informational purposes only. More generally, Content posted via or on the Sites or any Third Party Site, including through the Interactive Services, is not controlled by us. We cannot guarantee the accuracy, integrity or quality of such Content. You understand that by using the Interactive Services, you may be exposed to Content that may be offensive, indecent or objectionable and we shall not be liable for any such Content and that the risk of harm or damage from the foregoing rests entirely with you. Under no circumstances will we be liable in any way for any Content, including, but not limited to, for (i) any errors or omissions in any Content; or (ii) any loss or damage (including, without limitation, personal injury or property damage) of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via or to the Sites or through the Interactive Services. I. You may access the Content and any other content on the Sites only as permitted under these Terms of Use and the Privacy Policy and you agree to not engage in the use, copying or distribution of any of the Content other than as expressly provided herein. J. We want to know what you think of the products you've tried, bought, know and love and we encourage you to use our Interactive Services. When writing a review, posing a question, or participating on our community forum(s), please consider the following guidelines: ♦ Focus on the product and your individual experience using it; ♦ Provide details about why you like or dislike a product; and, ♦ All submitted reviews, comments and questions are read by our moderators and are subject to these Terms of Use. K. As noted above, we reserve the right to not post a review or to withdraw a posted review for any reason. Your review will be excluded if it violates Guidelines or the provisions in these Terms of Use regarding submission of Content generally. L. If you access the Sites via your mobile phone (through an iPhone application, for example), we do not currently charge for this access. Please be aware that your carrier's normal rates and fees, such as text messaging fees or data charges, will still apply. M. As part of our order processing procedures, we screen all received orders for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process an order due to suspected fraud or unauthorized or illegal activity. If such is the case, we may reject your order or our Customer Service department may call you at the phone number you provided (or use your email address) to confirm your order. We also reserve the right to cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity. 5. Your Representations & Warranties and Grant of License A. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. B. You hereby affirm, represent, and warrant that: You are the sole creator of your User Submission(s) and the sole owner of the rights herein granted, or you own or have all the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other intellectual property (including privacy, personality and publicity rights) or proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Sites and the Terms of Use. ♦ You further affirm, represent and warrant that you have no reason to believe that your User Submission infringes or violates any copyright, right of privacy, personality, publicity or other right of any person or entity. ♦ You agree to indemnify us, our affiliates, officers, shareholders, members, directors, publishers, licensees, sublicensees, representatives, and transferees for any breach of the above representations and warranties. ♦ You understand you are participating in a public forum and that your User Submission will be available to all other users of the Sites, the Interactive Services and potentially Third Party Sites; ♦ All "moral rights" that you may have in such User Submission have been voluntarily waived by you and you do not require that any personally identifying information be used in connection with the User Submission that you submit, or any derivative works of or upgrades or updates thereto; ♦ Any User Submission that you post is accurate; and, ♦ That use of the User Submission you supply does not violate these Terms of Use and will not cause injury to any person or entity. You also represent and warrant that any User Submission you submit: ♦ Is not false, inaccurate or misleading; ♦ Does not harm minors; ♦ Does not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any person or entity; ♦ Does not violate any obligations you may have with respect to such User Submission under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); ♦ Does not violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); ♦ Is not, or would not reasonably be considered to be, unlawful, harmful, defamatory, libelous, vulgar, obscene, invasive of another's privacy, hateful, racially or religiously biased or offensive, abusive, tortious, threatening or harassing to any individual, partnership or corporation; ♦ Is not submitted for compensation or other consideration from any third party; "does not include any information that references other websites, addresses, email addresses, contact information or phone numbers; ♦ Complies in all respects with these Terms of Use, our Privacy Policy and all Guidelines and Rules; ♦ Is not unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; and ♦ Does not contain any computer viruses, worms or other potentially damaging computer programs or files. C. We may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and at our sole discretion. C. FOR AVOIDANCE OF DOUBT, YOU RETAIN OWNERSHIP OF ALL COPYRIGHTS YOU MAY HAVE IN YOUR USER SUBMISSION, AS WELL AS IN ANY DERIVATIVE WORKS THERETO. However, by submitting User Submissions to us, you hereby grant us the perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, adapt, modify, edit, delete in its entirety, crop, flip, resize, animate or otherwise manipulate, sell, reproduce, repurpose, publish, communicate, translate, syndicate, merchandise, advertise, promote distribute, offer and sell subscriptions, grant permissions, transmit, create and prepare derivative works from and/or sell and/or distribute such use, publicly display, and perform the User Submissions, in whole or in part, for any purpose whatsoever, and to incorporate User Submissions in other works in any form, combination, media, or technology now known or later developed, without compensation to you. The foregoing license shall be broadly construed, and shall include, without limitation the right to: (i) promote, exploit and redistribute part or all of the User Submissions (and derivative works thereof) in any form, media, media formats, including without limitation, digital, internet, online, linear, non-linear and computer, and through any medium or media channels, including without limitation, digital, internet, online, linear, non-linear and computer, currently known or unknown; (ii) incorporate the User Submissions on tangible or intangible products or services; including without limitation mobile, telephone, software, web and other applications (“Applications”)) for resale, subscription or otherwise; and, (iii) use the User Submission for marketing, promotional, advertising, subscription or any other income generating purposes, whether to promote the Site, our other products or services, or third party products or services. Any combination or compilation of User Submissions, in any form, format or media, whether now known or later developed, shall be defined as a “Collective Work.” To the extent necessary for us to exercise our rights under the foregoing license, you hereby grant us a perpetual, non-exclusive, royalty-free and irrevocable license to exploit any personality, publicity, or privacy rights in and to the User Submissions and in your likeness as contained therein. You also hereby grant each user of the Site a non-exclusive license to access your User Submission through the Sites, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Sites and under the Terms of Use. For clarity, you acknowledge that we cannot guarantee that we will actually use or distribute the User Submission as contemplated herein. For avoidance of doubt, you acknowledge that this perpetual, worldwide, royalty-free license is irrevocable and you will not be entitled to any royalties or other payment as a result of any efforts by us to exploit your User Submission in any manner whatsoever. Notwithstanding anything to the contrary contained in these Terms of Use, you will not upload or license your User Submission to any other beauty company. This license will survive the termination of these Terms of Use and your use of the Sites. D. Upon our request, and at our cost, you shall promptly execute and deliver to us such documents, assignments, releases, licenses and instruments as may be required or appropriate to effectuate completely the Terms of Use, including without limitation any and all such additional instruments that may be required or requested by, or otherwise appropriate for filing with, the U.S. Copyright Office, U.S. Trademark Office, U.S. Patent Office or any other U.S. or foreign governmental body or entity to protect the User Submission, Content and/or Site and/or document or evidence any of the matters set forth in the Terms of Service. E. You understand and acknowledge that you are an independent contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms of Use. F. If you provide feedback to us regarding the Sites, Interactive Services, Content, or User Submissions (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose. Notwithstanding anything to the contrary contained herein, in the event we determine in our sole discretion that your feedback constitutes a User Submission, that feedback shall be treated as a User Submission, subject to the terms and conditions of these Terms of Use. G. We may provide content of third parties ("Third Party Content") or links to Third Party Sites as a service to those interested in this information. We do not monitor, approve or have any control over any Third Party Content or the Third Party Sites and the inclusion of links to Third Party Content or Third Party Sites does not imply any association or relationship between such third party and us. We do not guarantee, endorse or adopt the accuracy or completeness of any Third Party Content or any Third Party Site. We are not responsible for updating or reviewing Third Party Content or Third Party Sites. You use Third Party Content and Third Party Sites at your own risk. Third Party Content, including comments from third party users submitted to us through the Interactive Services, do not necessarily reflect our views. By using the Sites, you expressly relieve us from any and all liability arising from your use of any third-party website. H. The products displayed on the Sites can be ordered and delivered only within the U.S. and certain select countries. See the International Shipments section of manicpanic.com for more information. Our products displayed on the Sites may be available in select Manic Panic retail stores in the U.S. and certain foreign markets. All prices displayed on manicpanic.com are quoted in U.S. Dollars and are valid and effective only in the U.S. If any minor uses any of our goods or products it should be only after the legal or parental guardian has discussed the product with the minor's doctor. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply our endorsement, sponsorship or recommendation thereof. I. The products available on the Sites and the Interactive Services, including any samples we may provide to you, are for your personal use only. You may not sell or resell any products you purchase or otherwise receive from us. We reserve the right, with or without notice, to cancel or reduce the quantity of any order to be filled or products to be provided to you that may result in a violation of these Terms of Use, as determined by us in our sole discretion. Given the popularity of our products, and except where prohibited by law, we may limit the number available for purchase, so that as many clients as possible may enjoy our merchandise. J. While we have tried to accurately display the colors of products, the actual colors you see will depend on your monitor and may not be accurate. K. All material and information we present is intended to be used for personal educational or informational purposes only. The U.S. Food and Drug Administration has not evaluated the statements made about products and the results reported, if any, may not necessarily occur in all individuals. The statements and products are not intended to diagnose, treat, cure or prevent any condition or disease. All products should be used strictly in accordance with their instructions, precautions and guidelines. You should always check the ingredients for products to avoid potential allergic reactions. Use of the Sites is not meant to serve as a substitute for professional medical advice: these Sites are solely online stores for specialty beauty products. Please consult with your own physician or health care practitioner regarding the use of any goods, products or information received from the Sites before using or relying on them. Your physician or health care practitioner should address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition. We do not give or intend to give any answers to medical related questions and these Sites do not replace any medical professional or medical resource. We do not represent itself as a physician nor is this implied. No prescription medications or medical treatments are intentionally provided on the Sites. IF YOU ARE IN NEED OF MEDICAL ATTENTION, CALL 911 OR YOUR PHYSICIAN IMMEDIATELY. 6. Termination Policy and Reservation of Rights You may terminate your use of the Site at any time. We reserve the right, at any time, without notice and in our sole discretion, to terminate your license and access to use the Interactive Services and the Sites or terminate these Terms of Use and to block or prevent your future access to and use of the Interactive Services and the Sites. If we suspect that you have violated any provision of these Terms of Use, we may also seek any other available legal remedy. Your rights under these Terms of Use will terminate automatically if you breach any part of these Terms of Use. You remain solely liable for all obligations related to use of the Sites, even after you have stopped using the Sites. We may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms of Use, (iii) respond to claims that any Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect our rights, property or personal safety (and our employees), our users and the public. 7. Copyright Infringement We do not permit copyright infringing activities and infringement of intellectual property rights on our Site, and we will remove all Content and User Submissions if properly notified in a manner consistent with law and our Copyright Infringement Notification policy that such Content or User Submission infringes on another’s intellectual property rights. We reserve the right to remove Content and User Submissions without prior notice. A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; 4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; 5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and, 6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Our designated Copyright Agent to receive notifications of claimed infringement is: Attention: Copyright AgentManic Panic N.Y.C. Inc. Amy Goldsmith Tarter Krinsky & Drogin LLP 1350 Broadway 9th floor New York, NY 10018 You acknowledge that if you fail to comply with all of the requirements of this Section 7(A) your DMCA notice may not be valid. B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent: 1. Your physical or electronic signature; 2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; 3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and, 4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Cleveland, New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion. C. Repeat Infringers. We will terminate the access privileges of any user whom we deem, in our sole authority, has repeatedly infringed the copyright rights of others. 8. Warranty Disclaimer You agree that your use of the Sites, Inter active Services or the products and services available therein shall be at your sole risk. The Sites, Content, User Submissions, and any products or services available on the Sites are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we, our managers, members, employees, licensors, suppliers, and agents disclaim all warranties, express or implied, in connection with the Sites or Interactive Services, the information, content, materials or products, included on the Sites or as part of the Interactive Services. and your use thereof, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose. We make no warranties or representations about the accuracy or completeness of the Sites’ Content or the content of any sites linked to these Sites and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Sites and the products and services available therein, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Sites, (iv) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through our Sites by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Sites. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through any hyperlinked websites or featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. Price and availability information is subject to change without notice. 9. Limitation of Liability In no event shall we, our managers, members, employees, licensors, suppliers, or agents, be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever resulting from your access to or use of the Sites, Content, Interactive Services, User Submissions or the products and services available on the Sites. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. The maximum total liability to us, our managers, members, employees, licensors, suppliers, or agents to you for any claim under these Terms of Use, whether in contract, tort, or otherwise, is $100.00 and, in the event of any breach by us of these Terms of Use, User shall be limited to User's remedy at law for these monetary damages, if any, and shall not have the right to terminate or rescind the licenses granted herein or to in any way enjoin or restrain our exploitation of the User Submissions. Each provision of the Terms of Use that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under this agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of the Terms of Use. The limitations in this Section 9 will apply even if any limited remedy fails of its essential purpose. The Sites are controlled and offered by us from our facilities in the United States of America. We make no representations that the Sites are appropriate or available for use in other locations. Those who access or use the Sites from other jurisdictions do so at their own volition and are responsible for compliance with their local law. 10. Indemnity You agree to defend, indemnify and hold harmless us, our officers, directors, managers, members agents, subsidiaries, joint ventures, employees and third-party service providers, from and against any and all claims, obligations, losses, liabilities, costs or debt, and expenses, and damages of every kind and nature, known and unknown, (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Sites and the Interactive Services; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party rights, including without limitation any copyright, property, or privacy right; or (iv) any claim that any User Submission you submitted caused damage to a third party or to us. This defense and indemnification obligation will survive these Terms of Use and your termination of use of the Sites and the Interactive Services. 11. Privacy We may collect registration and other information about you through the Sites. Our Privacy Policy governs our collection, use, and disclosure of this information. 12. Paid Products and Services Some of our Sites allow you to purchase products and services from our suppliers or us. You will be asked to provide billing information (e.g., your credit card information) and to authorize a charge to your credit card for the applicable fees, taxes and shipping, as applicable. Generally, charges associated with your purchase of our products and services will appear on your credit card bill as Tish & Snooky’s N.Y.C. Inc. You represent and warrant that you have the right and authority to charge payment to the account associated with the credit card information you submit. If you have any questions about a purchase you made on our Sites and the corresponding credit card charges, please contact us at accounting@manicpanic.com. All sales are subject to our Terms of Sale, which are incorporated herein by reference in their entirety. 13. Ability to Accept Terms of Use You affirm that you are either more than 18 years of age, or an emancipated minor, or possess the consent of your legal parent or guardian, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. 14. Assignment These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. 15. Notices By using the Sites, you consent to receiving electronic communications from us. These communications will include notices about your account and information concerning or related to the Sites and/or our products and services. You agree that any notice, agreement, disclosure or other communication that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. 16. Governing Law, Arbitration and Statute of Limitations The Sites and Interactive Services are created and controlled by us in the State of New York, U.S.A. The laws of the State of New York shall govern these Terms of Use, as if the Terms of Use were a contract wholly entered into and wholly performed within New York, without respect to its conflict of laws principles. Any claim or dispute between you and us that arises in whole or in part from the subject matter of these Terms of Use, including but not limited to the Sites, Interactive Uses and User Submissions, regardless of when submitted; shall be settled by confidential and binding arbitration in New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors, We may seek injunctive or other appropriate relief in any court and you consent to exclusive jurisdiction and venue in any such court. Any arbitration will be conducted in New York City, NY, in accordance with the commercial arbitration rules of the American Arbitration Association and judgment on the arbitration award may be entered into any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Any cause of action arising out of or related to these Terms of Use, including but not limited to the Sites and any and all User Submissions, must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. We reserve the right to make changes to the Sites and these Terms of Use at any time. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. Our Address: Tish & Snooky’s N.Y.C. 21-07 Borden Avenue Long Island City, NY 11101 17. Entire Agreement, Validity and Waiver These Terms of Use, together with any other legal notices we publish on the Sites, or sent to you electronically, shall constitute the entire agreement between you and us concerning the subject matter of these Terms of Use, including but not limited to the Sites, Interactive Services and any and all User Submissions, regardless of when submitted; and supersedes any and all prior or contemporaneous agreements or representations, written or oral, between you and us concerning the subject matter of these Terms of Use, including but not limited to the Sites and User Submissions, regardless of when submitted. You hereby waive all rights and remedies, at law or in equity, arising or which may arise, as the result of your reliance on any such prior or contemporaneous agreements or representations, written or oral, between you and us concerning the subject matter of these Terms of Use, including but not limited to the Sites and User Submissions, regardless of when submitted. In the event that any provision of these Terms of Use shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent of as reflected in the original provision. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. 18. Survival It is understood and agreed that whether or not it is specifically so provided herein, any provision of the Terms of Use which by its nature and effect is required to be observed, kept, or performed after the termination or voidability of the Terms of Use shall survive such termination or voidability, and shall be and remain binding upon and for the benefit of the parties hereto until fully observed, kept, or performed. 19. Construction The fact of authorship by or at our behest shall not affect the construction or interpretation of these Terms of Use. 20. Contacting Us If you have any questions or concerns about these Terms of Use or the Sites, please send us a thorough description by email via alanmharris@cs.com to AlanHarris Attorney .