Wu-Tang Clan | terms

WTC Merch Terms and Conditions

Last Updated: March 5th, 2024

Welcome! The following Terms and Conditions informs you of the terms, conditions, disclaimers, notices, policies, and agreements (together, “Terms”), which set forth the basic rules that govern your access and use of sites and services owned or operated by WTC Merch, LLC (hereinafter “WTC,” “we,” “us” and “our”). These Terms apply when you access, use or visit our websites, such as https://www.thewutangclan.com/ (the “Site”), the services we provide through the Site, and any mobile applications or other content owned or operated by WTC that links to these Terms (the Site and these other services, together, constituting the “Service”).

By visiting and accessing the Site, or using any products or services offered through the Service, you are affirmatively acknowledging your agreement to these Terms, which constitute a binding legal agreement between you and WTC. Your continued access and use of the Service is conditional on your acceptance of and continued compliance with the Terms set out below.

Please read these Terms and any other agreements referenced in this document carefully. If you do not agree to be bound by these Terms, please discontinue use or access of the Services immediately.

Notice Regarding Dispute Resolution and Your Right to Opt-Out: These Terms contain a binding individual arbitration agreement and class action waiver which will, subject to limited exceptions, require you to submit claims you have against us to binding arbitration rather than jury trials or class action lawsuits unless you opt-out in accordance with Section 12(f). You have the right to opt out. Please view these terms in Section 12.

CONTENTS

Using Our Service

Prohibited Uses

Terms of Sale

Our Intellectual Property Rights

User Generated Content

Claims of Copyright Infringement

Links

Violation of these Terms

Disclaimer of Warranties

Limitation of Liability

Indemnification

Disputes, Including Mandatory Arbitration and Class Action Waiver

Notice To California And New Jersey Residents

Miscellaneous

Update to These Terms

Questions

1. Using Our Service

a. Representation and Age Restriction

When you use the Service, you represent that (1) you are at least 18 years of age and a “natural person” in your country of residence, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms; (2) the information you submit is truthful and accurate; (b) your use of the Service and your use of services available on the Service do not violate any applicable laws or regulations.

b. Account Registration

You can visit or browse the Site, and place orders as a guest without becoming a registered user of the Service You may be required to register for an account to use certain features of the Site (“User Account”). You agree that you are responsible for all activities under your User Account, and for maintaining the confidentiality of your password and restricting access to your devices so that others may not access our Service in violation of these Terms. Your User Account username may not include the name of another person with the intent to impersonate that person, or be offensive, vulgar or obscene. Your User Account username and password are personal to you. You will be responsible for the confidentiality and use of your username and password, and for all activities (including purchases) that are conducted through your User Account. You may not transfer or sell access to your User Account. We will not be liable for any harm related to disclosure of your username or password or the use by anyone else of your username or password. You may not use another user's User Account without that user's permission. You will immediately notify us in writing if you discover any unauthorized use of your User Account or other account-related security breach. We may require you to change your username and/or password if we believe your User Account is no longer secure or if we receive a complaint that your username violates someone else's rights. You will have no ownership in your User Account or your username. We may refuse registration, cancel an account or deny access to the Site for any reason.

2. Prohibited Uses

While using the Service, you are required to comply with all applicable statutes, orders, regulations, rules and other laws. You are prohibited to, or assist any other persons to:

use the Service for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Service without our express written consent;
transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service, including without limitation, hacking into the Service, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications;
impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
post advertisements or solicitations for jobs or employment on the Service, or otherwise use the Service to hire any person to perform work, including, without limitation, posting advertisements or solicitations for modeling jobs or talent or talent scouting positions on the Service;
post on the Service any franchise, pyramid scheme, "club membership," distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions, or requires recruitment of other members, sub-distributors or sub-agents;
post or generate User Content (as defined in Section 5) or use the Service that is intentionally misleading, false, or otherwise inappropriate or with the purpose of harming others, regardless of whether the User Content or its dissemination is unlawful;
post or generate User Content or use the Service that has any risk or possibility of exploiting, harming, or endangering the health or well-being of children or other minors under the applicable local age of limit (“Children”), such as images of Children in sexualized costumes, poses, or a sexual fetishistic context, or which identifies, directly or indirectly, alleged victims of child sexual exploitation, or for the purpose of exploiting, harming or attempting to exploit or harm Children in any way;
post or generate User Content or use the Service which may be discriminatory towards a person's or class of people's race, religion, color, age, ethnicity, national origin, disability, physical, or mental characteristics, sexual orientation, gender expression, gender identity, family status, medical or genetic condition, personality characteristics, or physical appearance, including through the material distortion of the behavior of any such person or class of people in a manner that causes or is likely to cause that person or class of people physical or psychological harm;
post or generate User Content or use the Service in such a way that damages the image or rights of WTC, other users or third parties;
send spam or other direct marketing communications or posting, transmitting or linking to any unsolicited advertising, promotional materials, or any other forms of solicitation or commercial content;
post or transmit executable programming of any kind, including viruses, spyware, trojan horses, Easter eggs, or any other form of computer programming or disabling mechanism;
use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Service or the Content in whole or in part, including, without limitation, creating any frames at any other Service pertaining to any portions of this Service;
decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from or sublicense the Service, or any portion thereof;
circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials (as defined in Section 4) or enforce limitations on use of the Service or the Materials on the Service;
use any automated software or computer system to search for, reserve, buy or otherwise obtain discount codes, promotional codes, vouchers, gift cards or any other items available on the Service, including sending information from your computer to another computer where such software or system is active;
take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
access, reload or refresh transactional pages, or make any other request to transactional servers, more than once during any three-second interval;
request more than 1,000 pages of the Site in any 24-hour period, whether alone or with a group of individuals;
make more than 800 reserve requests on the Service in any 24-hour period, whether alone or with a group of individuals;
reproduce, modify, display, publicly perform, distribute or create derivative works of the Service or the Material;
use the Service or the Material in an attempt to, or in conjunction with, any device, program or service designed to circumvent any technological measure that effectively controls access to, or the rights in, the Service and/or Material in any way including, without limitation, by manual or automatic device or process, for any purpose; or
intentionally or unintentionally perform or promote any activity that would violate any applicable local, provincial/state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing the Service.

3. Terms of Sale

a. Orders

We may make improvements and/or changes in products or services described on the Site, add new features, or terminate a Site at any time without notice. We also: (a) reserve the right to change the goods and services advertised or offered for sale through our Services, the prices or specifications of such goods and services, and any promotional offers at any time without any notice or liability to you or any other person; (b) cannot guarantee that goods or services advertised or offered for sale on a Site will be available when ordered or thereafter; (c) reserve the right to limit quantities sold or made available for sale; (d) do not warrant that information on a Site (including without limitation product descriptions, colors or photographs) is accurate, complete, reliable, current or error-free; and (e) reserve the right to modify, cancel, terminate or not process orders (including accepted orders) where the price or other material information on our Site is inaccurate, where we have insufficient quantities to fulfill an order or for any other reason in our sole discretion. If we do not process an order for such reason, we will either not charge you or will apply credit to the payment type used in the order.

b. Taxes

If we are legally required to collect sales tax on merchandise you order, the tax amount will be added automatically to your purchase price. On rare occasions an error in our tax database may cause the sales tax charge to be incorrect. If this happens, at any time up to two years from your date of purchase you may contact us for a refund of tax overcharges. This right to a refund is your exclusive remedy for sales tax errors.

c. Payment Processing

We may use a third-party payment processor to process your payment information, including your payment card data. Be aware that you may be subject to the third-party processor’s terms and your information may be subject to their privacy practices.

d. Refunds and Exchanges

If you are not satisfied with any product that you purchased through our Site, you may return it or exchange it subject to the following conditions:

To request a return or exchange, you must contact our customer service by following the instructions on the Site.
In your return or exchange request, you must indicate the specific product with which you are not satisfied, and include your order number, name, and contact information, as well as the reason for your return or exchange request and the new product with which you would like to replace the returned product if you are requesting an exchange.
If we accept your return or exchange request, you must initiate the return of the applicable product within 30 days from the date of original shipment. Products returned after the 30-day return period may have their return or exchange denied. If you do not have an Account, we may issue you a shopping credit through other means.
To initiate the return of a product, you will need to use a return label that we provide you. Once you repackage the product that you are returning, securely affix the return label to you to your package and drop off your package at a local post office or courier office, your return or exchange will begin to be processed as soon as we have confirmed receipt of your return. We do not reimburse for any shipping and handling fees that you incurred in returning any such product.
Promptly within receipt of a returned product, a credit will be issued back to the original method of payment if you selected a refund, or the new products that you requested will be shipped to you if you requested an exchange.
Please note that a new product for which you want to exchange the returned product may not be in stock. In such case, you will receive a shopping credit as described above.

If you are making an exchange, new products that are in stock may not equate to an even exchange and there may be a price difference between the new product and the returned product. Any difference in pricing for an exchange will be placed back on the original method of payment. If we are unable to do so, your exchange may not be completed. We may contact you for new payment information or elect to treat it as a return instead.

e. Sweepstakes, Contests and Games

In addition to these Terms, sweepstakes, contests, games or other promotions (collectively, "Promotions") made available through the Site may have specific rules that are different from these Terms. By participating in a Promotion, you will become subject to those rules. We urge you to review the rules before you participate in a Promotion. Promotion rules will control over any conflict with these Terms.

4. Our Intellectual Property Rights

a. WTC Materials

The Site and all data, text, designs, pages, print screens, images, artwork, photographs, audio and video clips, and HTML code, source code, or software that reside or are viewable or otherwise discoverable on the Site (collectively, the “Material” ) are owned by, used with permission or under license by WTC and/or our licensors, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All intellectual property rights associated with the Service, and related goodwill, are proprietary to us and/or our licensors. You do not acquire any right, title or interest in any Material by accessing or using the Site and Service. Any rights not expressly granted herein are reserved and retained by WTC, its affiliates, parents, and subsidiaries, and/or our licensors.

b. License Granted By WTC

Subject to your compliance with these Terms, we grant you a limited, conditional, no-cost, non-exclusive, non-transferable, non-sublicensable license to access the Service and to access, download, and make personal and non-commercial use of Material available through the Service. You may only use the Service and Material as permitted by law. To use Material under such an exception, you must (1) keep any copyright, trademark, or other proprietary notices intact, (2) use such Material pursuant to any licenses associated with such Material, (3) not copy or post such Material on any networked computer or broadcast it in any media, (4) make no modifications to any such Material, and (5) make no additional representations or warranties relating to such Material.

You may not reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit for any reason any part of the Service for any commercial purpose without the express written consent of WTC. Except as otherwise expressly authorized herein or in writing by WTC, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Service or the Material. WTC reserves the right to refuse Service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if we believe that user conduct violates applicable law or is harmful to our interests. We reserve all rights in and to the Service and the Material.

5. User Generated Content

a. User Content

Parts of our Service are designed to allow you publish or transmit through our Service information or content (“User Content”). You retain ownership of all User Content you submit, post, display, or otherwise make available via the Service. You agree, represent and warrant that you have all rights necessary to submit the User Content. You shall not upload, post or otherwise make available on or through our Service any User Content protected by copyright, trademark or other proprietary rights of any third party without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content. PLEASE DO NOT SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. By sending any ideas, concepts, know-how, proposals, techniques, suggestions or other User Content to us, you agree that: (i) we are free to use such User Content for any purpose, (ii) such User Content will be deemed not to be confidential or proprietary (iii) we may have something similar already under consideration or in development, and (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated.

b. License Granted by You

By submitting User Content, you certify that you are at least 18 years old, or you are at least 13 years old and have obtained your parent's or legal guardian's express consent to submit User Content. If you submit User Content to the Site, you grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, reproduce, modify, create derivative works of, distribute, publicly perform, display, archive and commercialize your User Content, in our sole discretion, in all formats and in all media channels now known or hereinafter discovered, without any compensation or acknowledgment to you or anyone else. This license will not affect your ownership in your User Content, including the right to grant additional licenses to your User Content, except if it conflicts with these Terms. We are not obligated to post, display or otherwise use any User Content, or to attribute your User Content to you. You will not make or authorize any claim against us that our use of your User Content infringes any of your rights.

You will be responsible for your User Content and the consequences of submitting it. By submitting User Content, you represent to us that (i) you own, or have the necessary permission to submit the User Content and to grant the licenses to us under this section, and (ii) you have the written permission of every identifiable person in the User Content to use that person's name and likeness in the manner contemplated by the Site and these Terms or, if the person is a minor, the written permission of the minor's parent or legal guardian.

We will have the right (but not the obligation) to monitor the Site, the Service and the User Content, and to disclose any User Content and the circumstances surrounding its submission in order to operate the Site properly, or to protect ourselves, our sponsors and our users, or to comply with legal obligations or governmental requests.

If we are notified that your User Content does not comply with these Terms, we may investigate the allegation and may decide to remove your User Content and cancel your account. We may also hold you liable for any User Content that infringes the rights of a third party, and require you to pay or reimburse us for any amounts we believe are necessary to resolve any complaint.

6. Claims of Copyright Infringement

Under the Digital Millennium Copyright Act of 1998 (the "DMCA") if you believe in good faith that any content on the Site infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent's) physical or electronic signature; (b) identification of the copyrighted work on our Site that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Site; (d) your name, address, telephone number and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. You may read more information about the DMCA at http://www.loc.gov/copyright.

Notices and counter-notices should be sent to legal@iconicartistsgroup.com with the Subject Line “DMCA Notice.” There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice. It is our policy to terminate, in appropriate circumstances, the access rights to the Site of repeat infringers.

7. Links

The Site contains links to other websites that may not be owned or operated by us. The fact that we may link to those websites does not indicate any approval or endorsement of those websites. We have no control over those websites. We are not responsible for the content of those websites, or the privacy practices of those websites. We strongly encourage you to become familiar with the terms of use and practices of any linked website. Your use of other websites is at your own risk and is subject to the terms of those websites. It is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of viruses, worms, Trojan horses, defects, date bombs, time bombs and other items of a destructive nature.

8. Violation of these Terms

We may investigate any violation of these Terms, including unauthorized use of the Site. We may provide law enforcement with information you provide to us related to your transactions to assist in any investigation or prosecution of you. We may take legal action that we feel is appropriate. You agree that monetary damages may not provide us a sufficient remedy and that we may pursue injunctive or other relief for your violation of these Terms. If we determine that you have violated these Terms or the law, or for any other reason or for no reason, we may cancel your account, delete all your User Content and prevent you from accessing the Site at any time without notice to you. If that happens, you may no longer use the Site or any Content. You will still be bound by your obligations under these Terms. You agree that we will not be liable to you or any third party for termination of your access to the Site or to your account or any related information, and we will not be required to make the Site or your account or any related information available to you. We may also cancel any order and products acquired through your order. We may refuse to honor pending and future purchases made from all accounts we believe may be associated with you, or cancel an order associated with any person we believe to be acting with you, or exercise any other remedy available to us.

You agree that your abusive use of the Site may cause damage and harm to us, including impaired goodwill, lost sales and increased expenses. You also agree that monetary damages for your abusive use of the Site are difficult to determine and that if you, or others acting with you, request more than 1,000 pages of the Site or make more than 800 reserve requests on the Site in any 24-hour period, you, and those acting with you, will be jointly and severally liable for liquidated damages in the amount of twenty-five cents ($0.25) for each page request or reserve request made during that 24-hour period which exceeds those limits.

9. Disclaimer of Warranties

WE PROVIDE THE SITE AND THE CONTENT TO YOU "AS IS" AND "AS AVAILABLE". WE TRY TO KEEP THE SITE UP, BUG-FREE AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND TO THE EXTENT THAT APPLICABLE LAW PERMITS THE DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT THE SITE WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT THE SITE WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

10. Limitation of Liability

IN NO EVENT WILL WE OR OUR EVENT PROVIDERS, SUPPLIERS, ADVERTISERS AND SPONSORS, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OTHER THAN OUT OF POCKET EXPENSES, AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (a) ANY FAILURE OF ANOTHER USER OF THE SITE TO CONFORM TO THE CODES OF CONDUCT, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (d) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE, OR (e) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN US IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE USE OF THE SITE WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE. OUR LIABILITY WILL BE LIMITED UNDER THIS PARAGRAPH TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THE PROVISIONS OF THIS PARAGRAPH WILL NOT APPLY TO THE EXTENT APPLICABLE LAW PERMITS THE RECOVERY OF DAMAGES, ATTORNEYS’ FEES OR COSTS OTHERWISE PROHIBITED UNDER THIS PARAGRAPH. THE PROVISIONS OF THIS PARAGRAPH THAT (A) PROHIBIT DAMAGES TO BE MULTIPLIED OR OTHERWISE INCREASED, (B) IMPOSE A DAMAGES LIMITATION OF THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS, AND (C) PROHIBIT THE RECOVERY OF ATTORNEYS’ FEES AND COSTS, DO NOT APPLY IN CERTAIN STATES, INCLUDING WITHOUT LIMITATION NEW JERSEY, TO CLAIMS BROUGHT UNDER STATUTES PERMITTING SUCH RECOVERY.

11. Indemnification

If anyone brings a claim against us related to your use of the Site or Service, the Material, your User Content or your violation of these Terms, you agree to indemnify, defend and hold us and our affiliated companies, event providers, suppliers, advertisers and sponsors, and each of our officers, directors, employees, and agents, harmless from and against any and all claims, damages, losses and expenses of any kind (including reasonable legal fees and costs). We reserve the right to take exclusive control and defense of any claim, and you will cooperate fully with us in asserting any available defenses.

12. Disputes, Including Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
“Disputes” means any dispute, action, controversy, or claim arising out of or relating to any aspect of these Terms, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal or equitable basis and regardless of whether a claim arises during or after the termination of these Terms.

a. Initial Dispute Resolution
We want to address your concerns without needing a formal legal case. Most concerns may be quickly resolved in this manner. For any Dispute with WTC, you agree to first contact us by email at legal@iconicartistsgroup.com or by mail at WTC Merch, LLC, 1100 Glendon Ave, Suite 2000, Los Angeles, CA 90024 to attempt to resolve the Dispute with us informally regarding any concerns you may have about your use of the Services. Your Notice of Dispute must be individual to you and must include, as applicable, your name, your email address, and your residential address. The Notice of Dispute also must explain the facts of the Dispute as you understand them and tell us what you want us to do to resolve the issue. You agree to use best efforts to settle any Dispute, claim, question, or disagreement directly through consultation and good faith negotiations, and you agree that a Notice of Dispute containing all of the information required above, followed by at least sixty (60) days of good faith negotiation, shall be a precondition to either party initiating a lawsuit or arbitration. A Notice of Dispute will not be valid unless it contains all of the information required by this paragraph. If you commence an arbitration without having previously provided a valid and compliant Notice of Dispute, you and we agree that the applicable arbitration provider (or the arbitrator, if one has been appointed) must suspend the arbitration pending compliance with this paragraph. You and we authorize the arbitration provider or the arbitrator to decide summarily whether the party that commenced an arbitration complied with these notice requirements, relying solely on this Agreement and the Notice of Dispute provided (if any). All statutes of limitation shall be tolled while the parties engage in the informal Dispute resolution process required by this paragraph.

b. Agreement to Binding Arbitration

In the unlikely event that we do not reach an agreed upon solution within a period of sixty (60) days from the time informal Dispute resolution is pursued pursuant to Section 12(a) above, then either you or we may initiate binding arbitration. Except for any Disputes excluded below in Section 12(d), or in the event of a Mass Arbitration (as defined below) as described in Section 12(e), all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. The arbitration shall be conducted in Los Angeles County, California, and claims regarding the judgement of the arbitrator (including entry of judgment on the arbitration aware) may be brought and shall be subject to the exclusive jurisdiction of the state and federal court located in Los Angeles County, California. You or WTC may elect to appear at the arbitration in person or, if you and we both agree, to conduct it remotely online via appropriate videoconferencing technology, in lieu of appearing live.
Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250) and the claim is found to be non-frivolous, we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law. You understand that, absent this mandatory provision, you would have the right to sue in court and have a jury trial. You further understand that the right to discovery may be more limited in arbitration than in court.

c. Class Action and Class Arbitration Waiver

You and WTC each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 12(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Disputes.

d. Exceptions

Notwithstanding the parties’ agreement to resolve all Disputes through arbitration, either party may seek relief (i) in a small claims court for Disputes or claims within the scope of that court’s jurisdiction, and (ii) any Disputes relating to intellectual property rights, obligations, or any infringement claims.

e. Exception—Mass Arbitration Before NAM

Notwithstanding the parties’ decision to have arbitrations administered by JAMS, in the event 25 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties submitting the demands are the same or coordinated, you and we agree that the demands will constitute a “Mass Arbitration.” If a Mass Arbitration is commenced, you and we agree that it shall not be governed by the JAMS Rules or administered by JAMS. Instead, a Mass Arbitration shall be administered by National Arbitration & Mediation (“NAM”), a nationally recognized arbitration provider, and governed by the NAM rules in effect when the Mass Arbitration is filed as modified by this Agreement, including the NAM Mass Filing Supplemental Dispute Resolution Rules, but excluding any rules that permit arbitration on a class-wide basis (collectively, the “NAM Rules”). The NAM Rules are available at www.namadr.com or by calling 1-800-358-2550. Notwithstanding anything to the contrary above, you and we agree that if either party fails or refuses to commence the Mass Arbitration before NAM, you or we may seek an order from a court of competent jurisdiction compelling compliance with this agreement and compelling administration of the Mass Arbitration before NAM. Pending resolution of any such requests to a court, you and we agree that all arbitrations comprising the Mass Arbitration (and any obligation to pay arbitration fees) shall be stayed. You and we acknowledge that either party’s failure to comply with this paragraph would irreparably harm the other, and you and we agree that a court may issue an order staying the arbitrations (and any obligation to pay arbitration fees) until any disagreements over the provisions of this paragraph are resolved by the court.

f. 30 Day Right to Opt-Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 12(b) and 12(c) by sending written notice of your decision to opt-out by emailing us at legal@iconicartistsgroup.com. The notice must be sent within thirty (30) days of your first use of the Services, or the effective date of the first set of Terms containing an Arbitration and Class Action and Class Arbitration Waiver section otherwise you shall be bound to arbitrate Disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

g. Term for Cause of Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

h. Exclusive Venue for Litigation

To the extent that the arbitration provisions set forth in Section 12(b) do not apply or if you have opted out of arbitration, you agree that any litigation shall be filed exclusively in state or federal courts located in Los Angeles County, California (except for small claims court actions which may be brought in the county where you reside). In the event of litigation relating to these Terms or the Services, you agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.

i. Governing Law and Rules

These Terms and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, exclusive of conflict or choice of law rules. The parties acknowledge that these Terms evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to these Terms, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to these Terms, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of these Terms) with respect to any final award in an arbitration arising out of or related to these Terms.

13. Notice To California And New Jersey Residents

a. California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of the Services is WTC Merch, LLC, 1100 Glendon Ave, Suite 2000, Los Angeles, CA 90024. To file a complaint regarding the Services or to receive further information regarding use of the Services, please send a letter to the above address or contact us via e-mail at legal@iconicartistsgroup.com with “California Resident Request” as the Subject Line. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.

b. New Jersey Residents
If you are a consumer residing in New Jersey, solely to the extent that your rights as a consumer residing in New Jersey render them unenforceable under New Jersey law, the following sections of this Terms do not apply to you and do not limit any rights that you may have: (a) Disclaimer of Warranties; (b) Limitation of Liability; (c) Dispute Resolution, and (d) Indemnification.

14. Miscellaneous

a. No Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

b. Severability

If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

c. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by WTC without restriction.

d. Entire Agreement

These Terms reflect the entire agreement between the parties related to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties.

e. Notices and Consent to Electronic Communications

When you visit our Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may withdraw your consent to receive communications electronically by writing to us at "Attn: Electronic Communications Delivery Policy, 1100 Glendon Ave, Suite 2000, Los Angeles, CA 90024." If you fail to provide or if you withdraw your consent to receive communications electronically, WTC reserves the right to either deny your application for a User Account, restrict or deactivate your User Account, close your User Account, or charge you additional fees for paper copies.

15. Update to These Terms

We reserve the right to modify these Terms, at any time without prior notice, at our sole discretion. We will use reasonable efforts to notify you of such changes. However, it is your responsibility to check the “Last Updated” legend at the top of this page periodically to see when these Terms were last revised. When changes are made to these Terms, they will become immediately effective when published on this web page unless otherwise noted. If we modify these Terms materially, to the extent permissible under applicable law, such modification will be effective upon the earlier of (i) your first use of the Services with actual notice of such change, (ii) 30 days from the posting of such change. We may send you notice of the updated Terms at our sole discretion, and the manner of the notification may include, for example, email, posted notice on the Services, or another reasonable manner. Your continued access and use of the Services following any such change constitutes your acceptance to be bound by the revised Terms then in effect. You agree that you will review these Terms periodically and that you shall be bound by these Terms and any modifications to it. Since our Services are evolving over time, we may also change or discontinue all or any part of the Services, at any time and without notice.
These Terms will identify the date of the last update. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the Dispute arose. “Disputes” means any dispute, action, controversy, or claim arising out of or relating to any aspect of these Terms, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal or equitable basis and regardless of whether a claim arises during or after the termination of these Terms.

16. Questions

If you have any questions, comments or complaints regarding these Terms or the Service, please contact us by email at legal@iconicartistsgroup.com or by mail at WTC Merch, LLC, 1100 Glendon Ave, Suite 2000, Los Angeles, CA 90024