U.S.P.A. PROPERTIES LICENSEE WEB SITE

TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY

BEFORE USING THIS SITE

USE OF THIS U.S.P.A. PROPERTIES (“U.S.P.A.P.”) LICENSEE WEB SITE AND ANY SERVICES (THE “U.S.P.A.P. SERVICES”) OR MATERIALS, INCLUDING BUT NOT LIMITED TO TRADEMARKS OWNED BY THE UNITED STATES POLO ASSOCIATION (“U.S.P.A.P. MATERIALS”) PROVIDED ON THIS SITE IS GOVERNED BY THE MOST CURRENT VERSION OF THESE TERMS OF USE.

BY CLICKING “I AGREE” BELOW AND BY LOGGING ONTO AND USING THE U.S.P.A.P. SERVICES OR U.S.P.A.P. MATERIALS PROVIDED HEREUNDER, THE U.S.P.A.P. LICENSEE OR SUBLICENSEE AUTHORIZED TO ACCESS THE U.S.P.A.P. LICENSEE WEB SITE (“YOU” OR “LICENSEE”) HEREBY INDICATES ITS ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. TO THE EXTENT NOT STATED HEREUNDER, ALL USE OF U.S.P.A.P. SERVICES AND U.S.P.A.P. MATERIALS SHALL BE GOVERNED BY THE APPLICABLE LICENSE BETWEEN LICENSEE AND U.S.P.A.P. OR ITS LICENSEE.

Provision of Identity Information. Upon entering the U.S.P.A.P. Licensee Web Site for the first time, you will be asked for your company contact information, i.e., phone number, e-mail, address, etc. This information will only be requested once. You agree to provide true, accurate and complete information about yourself during the U.S.P.A.P. Licensee Web Site registration process. U.S.P.A.P. may terminate your access if it determines, in its sole discretion, that information provided by you is false or inaccurate.

Use of Items Provided on or Submitted to the U.S.P.A.P. Licensee Web Site. All product designs made available on the U.S.P.A.P. Licensee Web Site are for inspirational purposes only and cannot be copied directly. If there is a particular product that you wish to copy, please submit a request to copy such item to U.S.P.A. Properties, which request will be considered in U.S.P.A. Properties’ sole discretion. Licensee will in no event sell or lease the use of any material or other intellectual property of the United States Polo Association or U.S.P.A.P. or otherwise part with control thereof. All U.S.P.A.P. materials that are provided on the U.S.P.A.P. Licensee Web Site for use by Licensee must display the applicable copyright or trademark notices. Any information, ideas and materials submitted by Licensee on the U.S.P.A.P. Licensee Web Site shall become the property of U.S.P.A.P. and U.S.P.A.P. shall exclusively own all now-known or hereafter existing rights therein of every kind and nature throughout the world, and shall be entitled to unrestricted use of, such information, ideas and materials for any purpose whatsoever, commercial or otherwise, without compensation to the provider thereof. Licensee covenants that it will obtain the permission of the applicable rights holder for such use prior to submitting any information, ideas, or materials on the U.S.P.A.P. Licensee Web Site.

Right to Seek Injunctive Relief. Licensee acknowledges and agrees that, due to the unique nature of the information which is made available as or in connection with U.S.P.A.P. materials, there can be no adequate remedy at law for any breach by Licensee hereof with respect to such U.S.P.A.P. materials, and such breach would cause irreparable harm to U.S.P.A.P. and its affiliates; therefore, U.S.P.A.P. may seek immediate injunctive relief, in addition to whatever remedies U.S.P.A.P. might have at law or equity or under these Terms of Use.

Password. All transactions entered into by a party presenting Licensee’s password will be binding on Licensee unless Licensee has previously notified U.S.P.A.P. that the security of such password has been compromised. Licensee is solely liable for all actions taken via such password.

Modifications to the U.S.P.A.P. Licensee Web Site. U.S.P.A.P. reserves the right at any time to modify or discontinue, temporarily or permanently, the U.S.P.A.P. Licensee Web Site (or any part thereof) or your access thereto without notice. You agree that U.S.P.A.P. shall not be liable to you or to any third party for any such modification, suspension or discontinuance.

Use of the U.S.P.A.P. Licensee Web Site. You may only use this site for its intended purposes. You shall not upload or submit any data or information that contains viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any U.S.P.A.P. software, hardware, telecommunications, networks, servers or other equipment. Licensee shall not submit to the U.S.P.A.P. Licensee Web Site any materials which (a) libel, defame, or invade the privacy of any third party, or which are obscene or pornographic; (b) infringe the intellectual property rights, including copyrights, of any third party; (c) violate any law or regulation; (d) advocate illegal activity; or (e) advertise or otherwise solicit funds or are a solicitation for goods or services.

Linked Sites. U.S.P.A.P., whether affiliated or not affiliated with sites linked to this site ("Linked Sites"), is not responsible for their content. The Linked Sites are for the convenience of the Licensee only, and may be accessed by the Licensee only at the Licensee's own risk.

Disclaimer of Warranties. THE MATERIALS ON THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND U.S.P.A.P. DISCLAIMS ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. U.S.P.A.P. EXPRESSLY DISCLAIMS ANY WARRANTY WHATSOEVER WITH RESPECT TO ANY INFORMATION CONTAINED OR SERVICES PROVIDED ON THIS SITE, INCLUDING BUT NOT LIMITED TO A WARRANTY THAT THE FUNCTIONS CONTAINED IN THE MATERIALS APPEARING ON THIS SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THIS SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS.

Limitation on Liability. NEITHER U.S.P.A.P., ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (EACH, A “U.S.P.A.P. PARTY”) SHALL BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY ANY OF SUCH PARTY’S ACTS OR OMISSIONS, WHETHER NEGLIGENT OR OTHERWISE. NO U.S.P.A.P. PARTY SHALL BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM ANY U.S.P.A.P. WEB SITE, U.S.P.A.P. SERVICES, U.S.P.A.P. MATERIALS, OR ANY FEATURES THEREOF. LICENSEE AGREES AND ACKNOWLEDGES THAT RELIANCE ON ANY U.S.P.A.P. MATERIALS, INFORMATION, OR DATA PROVIDED BY A U.S.P.A.P. PARTY IS AT THE RISK OF THE PARTY SO RELYING.

Damages. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ANY U.S.P.A.P. PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE A U.S.P.A.P. WEB SITE, U.S.P.A.P. MATERIALS, THE U.S.P.A.P. SERVICES, CLAIMS FOR NEGLIGENCE AND DAMAGES CAUSED BY COMPUTER VIRUSES OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF TRANSMISSIONS OR DATA OR FAILURE TO STORE TRANSMISSIONS OR DATA EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ANY U.S.P.A.P. PARTY’S LIABILITY TO LICENSEE OR ANY THIRD PARTY IN ANY CIRCUMSTANCES EXCEED THE AMOUNT OF FEES OR COMMISSIONS COLLECTED BY SUCH PARTY IN CONNECTION WITH THE PARTICULAR U.S.P.A.P. MATERIALS WHICH ARE THE SUBJECT OF SUCH DISPUTE.

Indemnity; Choice of Law. Licensee hereby agrees to indemnify, defend, and hold harmless each U.S.P.A.P. Party with respect to any claim, demand, cause of action, or debt or liability brought by or claimed by any third party, including reasonable attorneys' fees (collectively, "Claims"), to the extent that any such Claim is based upon a breach of any of Licensee’s acts or omissions, materials or information obtained under these Terms of Use, or to the extent that any such Claim is based upon Licensee's breach of their obligations under these Terms of Use. These Terms of Use shall be construed and governed in accordance with the laws of the State of New York, U.S.A., regardless of the place or places of its physical execution and performance. Any actions brought by U.S.P.A.P. or Licensee based on or arising out of these Terms of Use shall be brought exclusively in the United States District Court for the Southern District of New York or in a state court located in said district. If any term or provision of these Terms of Use is for any reason held to be invalid, such invalidity shall not affect any other term or provision, and these Terms of Use shall be interpreted as if such term or provision had never been contained in these Terms of Use.