Terms of use

Entrepôt - Secure Package Terminals Membership Subscription Service

The Effective Date of These Terms of Use is August 28, 2020

Entrepôt Secure Package Terminals Corp. provides a subscription service to the Entrepôt Secure Package Terminals Network that allows our subscriber(s) to receive delivery of their packages by all major carriers.

Please carefully read these TERMS OF USE (“Terms”), including the mandatory arbitration provisions, which requires that disputes be resolved by final and binding arbitration on an individual and not a class-wide or consolidated basis.  These Terms apply to the Entrepôt Website, Entrepôt Secure Package Terminals & Terminal Network, Entrepôt Mobile App, Applications, Interactive Features, and Online Services offered by Entrepôt that post or include a link to these Terms (collectively, “Entrepôt Platforms”), whether accessed via a Secure Package Terminal, Computer, Mobile Device or otherwise.  The Entrepôt Platforms are owned or controlled by Entrepôt Secure Package Terminals Corp. (doing business as “Entrepôt” or “Entrepôt Secure Package Terminals”) (“Entrepôt,” “we”, “our” or “us”).  Personally identifying information is subject to our Privacy Statement, the Terms of which are incorporated herein.  Please review our Privacy Statement to understand our practices.

In some instances, both these Terms and a separate document that provides additional conditions may apply to a service or product offered via the Entrepôt Platforms. (“Additional Terms”).  To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.  

Table of Contents

MODIFICATION

TERMS AND CONDITIONS

SUBSCRIPTION

ELIGIBILITY

USER COMMENTS AND POSTINGS

BILLING AND CANCELLATION

1. Billing Cycle
2. Payment Method
3. Updating your Payment Method
4. Subscription Plan Cancellation
5. Changes to the Prices and Membership - Subscriptions Plans
6. No Refunds

ENTREPÔT SECURE PACKAGE TERMINALS SERVICE

1. Registration
2. Accurate & Up-To-Date-Information
3. Accurate Registration Details & Unique Entrepôt Member ID Number
4. Notification
5. Compliance with the Entrepôt User Instructions
6. Barcode & Unique Access Code for Secure Package Terminal Service Access
7. Data, Photo & Video Records
8. Non Dedicated Secure Package Terminal or Terminal Box
9. Secure Package Terminals Availability & Times
10. Removal of Secure Packager Terminal Installation from service
11. Restriction on items not acceptable for Delivery to a Secure Package Terminal  
12. No guarantee of Package Terminal Access or Availability
13. No Signature on Delivery
14. Package Storage Time Limit  
15. Package Size and Weight Limits

ENTREPÔT SECURE PACKAGE TERMINALS – MOBILE APP

THIRD PARTY LINKS, APPLICATIONS AND CONTENT

YOUR WARRANTIES

OUR DISCLAIMER OF WARRANTIES

LIMITATION OF LIABILITY; WAIVER

INDEMNIFICATION

TERM AND TERMINATION

LOCATION AND TERRITORIAL RESTRICTIONS

DISPUTE RESOLUTION; ARBITRATION

GOVERNING LAW AND VENUE

MISCELLANEOUS

CONTACT INFORMATION

MODIFICATIONS

Entrepôt reserves the right to modify or add to these Terms at anytime (“Updated Terms”).  You agree that we may notify you of the Updated Terms by making them available via the Entrepôt Platforms, and that your use of the Entrepôt Platforms after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms.  Therefore, you should review these Terms before using the Entrepôt Platforms.  The Updated Terms will be effective as of the time of posting, or such later date as may be in the Updated Terms, and will apply to your use of the Entrepôt Platforms from that point forward.  Updated Terms effective to your transactions that begin after the Updated Terms are effective.

TERMS AND CONDITIONS

By subscribing to Our service you agree to be bound by these Terms of the Entrepôt Secure Package Terminals Service Agreement- Subscription (“Service Agreement,” or “Entrepôt Subscription”).  This Service Agreement is made and entered by the Subscriber (“Customer,” “Subscriber,” “you,” or “your”) for the use of and any services related to an Entrepôt Secure Package Terminal (“Secure Package Terminals” or “Services”) under the terms set forth herein.

Customer agrees that Customer will not use Secure Package Terminals for any unlawful, fraudulent purpose or any purpose prohibited by the U.S. postal regulations.  Customer further agrees that any use of the Secure Package Terminals shall be in conformity with all applicable federal, state and local laws.

Customer agrees to pay all applicable fees based on the type of service selected and any applicable sales, use or other taxes.  Subscription Service fee(s) are all due and payable on “due-date” and customer agrees that we may withhold delivery of any customer package(s) to any Secure Package Terminal pending payment.  There will be no proration or refunds for cancellation of any service.  Our service fees and any other related fees stated herein are subject to change.

Customer agrees that upon expiration, cancellation or termination of this Service Agreement, we will refuse delivery of any package(s) addressed to Customer for delivery to Our Secure Package Terminal.

The Term of this Service Agreement shall be the initial period contracted by Customer and any renewal period paid for by Customer from time to time.  Renewal of this Service Agreement for additional terms shall be at Our sole discretion.

Customer agrees that We may terminate or cancel this Service Agreement for good cause at any time by providing Customer with written notice.  Good Cause shall include but is not limited to:  1.  Customer uses of “Secure Package Terminals” for unlawful, illegitimate or fraudulent purposes; 2.  Customer fails to pay subscription fee(s) on due date; 3.  Customer violates any provision of this Agreement.  Customer acknowledges that, for the purpose of determining good cause for termination of this Service Agreement as provided herein, the actions of any person authorized by Customer to use the Secure Package Terminal will be attributed to Customer.

Any written notice to Customer required or permitted under this Service Agreement shall be deemed delivered twenty-four (24) hours after emailing and text message of such notice to email address and mobile telephone number provided by customer within customer profile.  It is the sole responsibility of Customer to periodically update their customer profile information as needed.

SUBSCRIPTION

Your Entrepôt Subscription will continue and automatically renew until terminated.  To subscribe to Our service you provide us with one or more Payment Methods.  Payment Methods means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party.  You must cancel your Subscription before it renews in order to avoid billing of the subscription fees for the next billing cycle to your Payment Method.

We may offer a number of Subscription plans, including special promotional plans and Subscriptions offered by third parties in conjunctions with the provisions of their products and services.  We are not responsible for the products and services provided by such third parties.  Some Subscription plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you.  You can find specific details regarding your Entrepôt Subscription by visiting our website and clicking on the Sign In link.  

ELIGIBILITY

The Services are not targeted towards, not intended to use by, anyone under the age of 13.  In addition, if you are between the ages of 13 and 18 (or between 13 and the age of legal majority under applicable law), you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms.  By using the Services, you represent and warrant that you (a) have not been previously suspended or removed from the Services and (b) have full power and authority to enter into these Terms and that, in doing so, you will not violate any other agreements to which you are a party.

USER COMMENTS AND POSTINGS

We may provide user comments areas, message board or other interactive areas on the Entrepôt  Platforms, (“Community Forums”) to give users of the Entrepôt Platforms a forum to express their opinions and share ideas, information, materials, and other user-generated content (each, “User Content”).

Rights You Grant to Us.  Subject to applicable law, whenever you send, post, upload, or otherwise make available User Content on a Community Forum or elsewhere on the Entrepôt Platforms or directly to Entrepôt (including by email, or text message) you: (1) grant to Entrepôt an irrevocable, worldwide, nonexclusive, perpetual, fully sub-licensed and assignable, royalty-free license to use, exploit, reproduce, modify, translate, incorporate in other works, create derivative works from, publish, broadcast and perform that User Content and you name, voice likeness, and -other identifying information in connection with that User Content via any media now known or later developed, without any compensation to you, and (2) waive all of your moral rights in that User Content, even if the User Content is altered or changed in a manner not agreeable to you.  Subject to applicable laws, you further authorize Entrepôt to publish your User Content in a searchable format that may be accessed by users of the Entrepôt Platforms and the Internet.

No Responsibility.  We are not responsible for, and we do not endorse, the User Content posted in Community Forums or elsewhere on the Entrepôt Platforms.

No Obligation to Prescreen/Monitor.  We do not have, and do not undertake, any obligation to prescreen, monitor, edit, or remove any User Content.  However, we retain the right (but not the obligation), in our sole discretion and for any reason, to prescreen, monitor, edit, refuse to accept, post, remove, or move any User Content.  If your User Content contains offensive, indecent, or otherwise objectionable content, or infringes on the rights of any third parties, you may bear legal responsibility for that User Content.  You agree that Entrepôt has no obligation to monitor or enforce you intellectual property rights to your User Content, but has the right to protect and enforce its and its licensees’ licensed rights to your User Content.

No Confidential Relationship/No Unsolicited Materials.  Except as otherwise described in the Entrepôt Privacy Policy, any User Content will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of User Content.  You acknowledge and agree that your relationship with Entrepôt is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not impose any confidentiality obligations on Entrepôt.

It is our policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested, to which certain specific terms, conditions and requirements may apply.  This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently.  Accordingly, Entrepôt does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted and you agree that any such ideas transmitted to Entrepôt are included in the above license you grant to Entrepôt for any User Content.

Billing and Cancellation

1. Billing Cycle.  The Subscription fee for the Entrepôt Secure Package Terminal 

         Service and any other charges you may incur in connection with your Subscription 

         to our Services, such as taxes and possible transaction fees, will be charged to your 

Payment Method on the specific billing date indicated on your account Overview page and billing statement.  The length of your billing cycle will depend on the type of Subscription that you choose when you subscribe for the Service.  Subscription fees are fully earned upon payment.  Visit our website and click on the Billing & Payments link on the account dashboard page to see your next payment and/or Subscription renewal date.  We may authorize your Payment Method in anticipation of Subscription or Services related charges through various methods, including authorizing it up to approximately one month or annual Subscription depending on the type of plan you have previously selected. 

2. Payment Method. To use Our Services you must provide one or more Payment Methods.  You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your Subscription fee.  You remain responsible for any uncollected amounts.  If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your subscription, we may suspend your access to the Services until we have successfully charged a valid Payment Method.  For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method.  Check with your Payment Method service provider for details.

3. Updating your Payment Method. You can update your Payment Methods by going to the Billing & Payments in the account dashboard page.  We may also update your Payment Method using information provided by the payment service providers.  Following any update, you authorize us to continue to charge the applicable Payment Method(s).

4. Subscription Plan Cancellations. You can cancel your Subscription Plan at any time, and you will continue to have access to the Service through the end of your Subscription Plan. To cancel, go to the Plans link in your Account Dashboard and follow the instructions for cancellation. If you cancel your Subscription, your account will automatically close at the end of your current Subscription-billing period. To see when your account will close, click the Plan link in the account dashboard or view account Overview section in the account dashboard.  

5. Changes to the Prices and Subscription Plans. We reserve the right to change our Subscription plans or adjust pricing for Our Services or any component thereof in any manner and at any time as we may determine in our sole and absolute discretion.  Except as otherwise expressly provided for in these Terms, any price change or changes to your Subscription plan will take effect following 60-day prior notice to you.

6. No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period.  At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Entrepôt Secure Package Terminal Service

You must be 18 years of age to become a member of the Service.  Individuals under the age of 18, or applicable age of majority, may utilize the Service only with the supervision of a parent or legal guardian, under such person’s account and otherwise subject to these Terms.

The “Service” is the temporary package storage service within the Our Secure Package Terminal operated by Entrepôt Secure Package Terminals Corp. (dba: “Entrepôt” or “Entrepôt Secure Package Terminals”).  By using this Service(s), you agree to be bound by these Terms.

1. Registration. To access and use the Services you must register through Our Website or Mobile App.  

2. Accurate and Up-to-date Information. Upon registering for the Services, it is your responsibility to provide Us with complete and up-to-date-information as required on the Subscribe page.  Furthermore, it is your responsibility to update any changes to your Account Profile.

3. Accurate Registration Details & Unique Entrepôt Member ID Number. We will use the registration information from your Entrepôt Account to verify your identity in order to provide the Service.  If we receive a package for delivery to a Secure Package Terminal and the relevant address or Unique Entrepôt Member ID Number does not match your Entrepôt Account, we may not be able to confirm your identity.  In such circumstances, we may not be able to provide the Service or the Services may be delayed.

4. Notification. We will notify you through email and text message by using the email address and/or mobile phone number you provided to us in your Entrepôt Account when a package has been delivered into a Secure Package Terminal or delivered for return pickup at a Secure Package Terminal.  When we notify you that a package has been delivered, we will also inform you the date and time by which you'll need to pick up the package. You acknowledge that if you choose not to receive communications from us, you won't be able to access and use the Services.

5. Compliance with the Entrepôt User Instructions. When using any Secure Package Terminal within Our network, you must comply with all reasonable instructions and user guidelines issued by us in respect of the Services, including any signage at the Secure Package Terminal location.
6. Barcode & Unique Access Code for Secure Package Terminal Service Access. When a carrier delivers a package to Our terminal, that is ready for pick up, we will immediately provide you with a QR Code and a Unique Alpha-Numerical Access Code, which must be used by you to pick up your package at the designated Secure Package Terminal.

7. Data, Photo & Video Records. Subject to our Privacy Policy and Data Protection Statue, we may obtain and store on record data, photos and video of any package delivery and pick up transaction as confirmation and evidence of delivery and pick up.

8. Non Dedicated Secure Package Terminal or Terminal Box.   Our Service will not provide you with a dedicated Secure Package Terminal, Terminal Compartment(s) or Unique Access Code as part of the Service.  In accordance to the other provisions in the Terms, a package addressed to you will generally be placed in an corresponding sized Terminal Box at the Secure Package Terminal.

9. Secure Package Terminals Availability & Times. While the large majority of Our Terminals have 24/7 access, some may not.  You need to check whether the Terminal at your location is granted 24/7access by your property management. We reserve the right to change the availability times for access to any Secure Package Terminal location at our absolute discretion.

10. Removal of Secure Package Terminal Installation from Service. We reserve the right to replace from Service any Terminal installation hardware at any time in our absolute discretion, whether due to operational reasons or any other reason whatsoever with 60-day prior notice to customer.

11. Restriction on items not acceptable for Delivery to a Secure Package Terminal. The following is a list of items that are not acceptable for delivery or storage at any Package Terminal:

11.1     Perishable Matter (Food, Beverages and/or any article requiring refrigeration or 

                temperature-controlled environment)

11.2     Weapons, Firearms, Firearm Parts or Ammunition

11.3     Explosives, Fireworks, Gasoline or any other product flammable or incendiary 

                    device/product in nature

11.4     Bank Bills, Notes or Currency

11.5     Hazardous Waste, including used syringes, hypodermic needs and medical                   waste

11.6    Human or Animal Remains, Corpses, Organs (including Cremated Human               Remains)

11.7    Obscene or Offensive material of any kind (Pornography – Adult content that is                              not packaged and/or labeled in a socially responsible and non-offensive manner)

11.8    Narcotics or any other controlled substance (medical or otherwise)

11.9    Alcohol & Tabaco

    11.10    Ivory or endangered animals

    11.11    Live animals, eggs, or larva

    11.12    Plants and plant materials

12. No Guarantee of Package Terminal Access or Availability. The Service is offered subject to availability at any given time. You acknowledge and agree that, to the extent permissible under law, we do not guarantee, warrant or represent that:
    
    12.1   There will be, at any given time, sufficient number of appropriately sized             Package Terminal Compartments at the Secure Package Terminal location that            you've selected to ensure that a package can be delivered to the Secure Package           Terminal at that location; or

      12.2   Secure Package Terminals at any given facility will always be in service or           otherwise available for use.

In such circumstance, if it is not possible to deliver a package(s) addressed to you for delivery, a second attempt (based on individual carrier policy) may be made by carrier to deliver the package later, and if again unsuccessful, it will be scanned as awaiting or in collection at a reasonably proximate carrier facility for you to collect over the counter or in accordance with carrier undeliverable policy.

13. Package Size and Weight Limits. Packages must comply with the following dimensions and weight class to have access to Our Secure Package Terminal(s).  Packages exceeding these limits below will not be delivered into a Secure Package Terminal and carrier will need to contact you for alternate delivery instructions.  We will not be liable for any charges and fees that you may incur as a result.

14. No Signature on Delivery. By using the Service to receive a package(s) addressed to a Secure Package Terminal location, you agree that we will not obtain or require a signature for evidence delivery of the package(s). The entry of the Entrepôt Unique Member ID Number (or the required portion of it) will be evidence of delivery.
15. Package Storage Time Limit. If you do not pick up your package(s) from the Secure Package Terminal(s) by the date and time specified in the notification(s) we provide you (48 hour time limit from time of package delivery) the package will be returned to carrier.  We will not be responsible for any return charges and fees that may be incurred.

ENTREPÔT SECURE PACKAGE TERMINALS – MOBILE APP

By downloading, browsing, accessing, or using Entrepôt Mobile Applications (the “Mobile App” or “Apps”), you agree to be bound by these Entrepôt Mobile Application Terms and Conditions of Acceptable Use (“APP Terms”).  We reserve the right to amend these APP Terms at any time.  If you disagree with any of these APP Terms, you must immediately discontinue your access to and use of the APPs.  Your continued use of the APPs constitutes acceptance of these APP Terms, as may be amended from time to time.

1. Definitions

In these APP Terms, the following capitalized terms shall have the following meaning, except where the context otherwise requires:

“Account” means an account created by the User on the APP as part of Registration.

“Merchant” refers to any entity whose products can be accessed or purchased (as the case may be) via  the APPs.

“Services” means all services provided by Entrepôt via the APPs to Users, and “Service” means any one of them.

“Sign Up” means to create an Account on the APP, and “Registration” means the act of creating such an Account.

“Users” means users of an APP, including you, and “Users” means any one of them.

“We” means Entrepôt Secure Package Terminals, Corp., its subsidiaries, division and affiliates.

2. The APPs And The Services

2.1   Applicability of Terms and Conditions:  The use of the APP is subject to these APP Terms.

2.2   Location:  The APPs are intended solely for the use by Users who access and use an APP within

the continental United States (“U.S.”).  We make no representation that APPs are available or otherwise suitable for use outside the U.S.  If you access APPs from locations outside of the U.S., you do so on your own initiatives and are responsible for the consequences and for compliance with all

applicable laws.

2.3   Scope:  The APPs are strictly for your use in your capacity as an active Entrepôt subscriber.  The APPs must not be resold or used for purposes, business or personal, unrelated to your authorized

use of Entrepôt products  and services.

2.4   Prevention On Use:  We reserve the right to prevent you using an APP (or any part of it).

2.5   Equipment and Network:  The provision of the APPs does not include the provisions of a mobile telephone or handheld device or necessary equipment to access the APPs or the eligible Service.  To us the APPs or Services, you will require Internet connectivity and appropriate telecommunications links.

You acknowledge that the terms of service with your respective mobile network provided will continue to apply when using the APPs.  As a result, you may be charged by your mobile network provider for access to network connections services for the duration of the connection while accessing the APPs or any such third party charges as may arise.  You accept responsibility for any such charges that arise.

2.6   Permission To Use APPs:  If you are not the bill payer for the mobile telephone or device being used to access the APPs, you will be assumed to have received permission from the bill payer for using the APPs.

3. Delivery Alerts And Notification

3.1   You agree to receive notification (“Delivery Alerts” on the APPs f you have turned on notification services on your mobile telephone or other handheld device(s).

4. Your Obligations

4.1   Terms of Use:  You agree to  (and shall) abide by the terms and conditions of Entrepôt, as these may be amended from time to time.

4.2   Accurate Information:  You warrant that all information provided upon Sign Up and Registration and contained as part of your Account is true, complete and accurate, and that you will promptly inform us of any changes by updating information in your Account.

4.3   Prohibitions in relations to usage of APPs or Services:  Without limitations, you undertake not to use or permit anyone else to use the APPs or Services:

4.3.1   for a purpose other than which we have designed them or intended them to be used; 

4.3.2   for any fraudulent purpose;

4.3.3 other than in conformance with accepted Interned practices and

practices of any connected network.

4.4   Prohibitions in relation to usage of the APPs or Services, additional: Without limitation, you further agree not to, or permit anyone else to:  

4.4.1   resell any products;

4.4.2   furnish false data, including false names, addresses and contact details and fraudulently use credit/debit card numbers;

4.4.3   attempt to circumvent our security or network including to access data not intended for you, log into a server or account you are not expressly authorized to access, or probe the security of other networks;

4.4.4   execute any form of network monitoring, which will intercept data not intended for you; 

4.4.5   enter into fraudulent interaction or transactions with us or a Merchant (including interaction or transacting purportedly on behalf of a third party where you have not authority to bind that third party or you are pretending to be a third party);

4.4.6   extract data from or hack into the APPs

4.4.7   use the APPs or Services in breach of these Terms;

4.4.8 engage in any unlawful activity in connection with the use of the APPs or the Services; or

4.4.9   engage in any conduct which, in our exclusive reasonable opinion, restricts or inhibits any other customer from properly using or enjoying the APPs or Services.

5. Rules About Use Of The Service And The APP

5.1   We will use reasonable efforts to correct any errors or omissions as soon as practicable after being notified of them.  However, we do not guarantee that the APPs will be free of faults, and we do not accept liability for any such faults, errors, or omissions.  In the event of any such fault, error, or omission, you should report it by contacting Entrepôt at: info@myentrepot.com or contacting our Customer Support at: 1.800.239.4038.

5.2   We do not warrant that your use of the APPs or the Services will be uninterrupted, and we do not warrant that any information (or alerts, messages) transmitted via the APPs or the Service will be transmitted accurately, reliably, in a timely manner, or at all.  Notwithstanding that we will try to allow uninterrupted access to the APPs or the Services.  Access to the APPs and the Services may be suspended, restricted or terminated at any time.

5.3   We do not give any warranty that the APPs are free from viruses or anything else which may have a harmful effect on any technology.

5.4   We reserve the right to change, modify, substitute, suspend or remove without notice any information on the APPs from time to time.  Your access to the APPs, and/or the Services may also be occasionally restricted to allow for repairs, maintenance, or the introduction of new facilities or services.  We will attempt to restore such access as soon as we reasonably can.  For the avoidance of doubt, we reserve the right to withdraw any information or Services from the Apps at any time.

5.5   We reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of these APP Terms.

6. Suspensions And Termination

6.1   If you use (or anyone other than you, with your permission uses) the APPs or any Services in contravention of these APP Terms, we may suspend or terminate your use of the APPs and/or Services.

6.2   If we suspend an APP, we may refuse to restore the APP for your use until we receive an assurance from you, in a form we deem acceptable, that there sill be no further breach of the provision of these APP Terms.

6.3   We shall fully co-operate with any law enforcement authorities or court orders requesting or directing Entrepôt to disclose the identity or locate anyone in breach of these APP Terms.

6.4   Without limitation to anything else in this Clause 6 and in our sole discretion, we shall be entitled immediately or at any time (in whole or in part) to: (a) suspend APPs; (b) suspend your us of APPs; (c) suspend the use of APPs for persons we believe to be connected (in whatever manner) to you, and/or (d) terminate your access to APPs, if:

6.4.1   you commit any breach of these APP Terms;

6.4.2   we suspect, on reasonable grounds, that you have, might or will commit a breach of these APP Terms; or

6.4.5   we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us or any person.

6.5   Entrepôt rights under this Clause 6 shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.

7.   Disclaimers And Exclusion Of Liability

7.1   The APPs, the information on the APPs, and use of all related facilities are provided on an “as is, as available” basis without any warranties whether express or implied.

7.2   To the fullest extent permitted by applicable law, we disclaim all representations and warranties relating to the APPs and their content, including in relations to any inaccuracies or omissions in the APPs, warranties of merchantability, quality, fitness for particular purpose, accuracy, availability, non-infringement, or implied warranties from course of dealing or usage of trade.

7.3   We do not warrant that the APPs will always be accessible, uninterrupted, timely, secure, error free or free from computer virus or other invasive or damaging code, or that the APPs will not be affected by any acts of God or other force majeure events, including inability to obtain or shortage or necessary materials, equipment facilities, power or telecommunications, lack of telecommunications equipment or facilities, and failure of information technology or telecommunications equipment or facilities.

7.4   While we may use reasonable efforts to include accurate and up-to-date information on the APPs, we make no warranties or representations as to its accuracy, timeliness, or completeness.

7.5   We shall not be liable for any acts or omissions of any third parties howsoever caused, and for any direct, indirect, incidental, special, consequential, or punitive damages, howsoever caused, resulting from or in connection with the APPs and the services offered in the APPs your access to, use of, or inability to use the APPs, or the services offered in the APP, reliance on or downloading from the APPS, and/or services, or any delays, inaccuracies, in the information, or in its transmission including but not limited to damages for loss of business or profits, use, data, or other intangibles, even if we have been advised of the possibility of such damages.

7.6   We shall not be liable in contract, tort (including negligence or breach of statutory duty), or otherwise, howsoever and whatever the cause thereof, for any indirect, consequential, collateral, special or incidental loss or damage suffered or incurred by you in connection with the APPs and the App Terms.  For the purposes of these APP Terms, indirect or consequential loss or damages includes, without limitation, loss of revenue, profits, anticipated savings, or business, lass of data or goodwill, loss of use or value of any equipment including software, claims of third parties, and all associated and incidental costs and expenses.

7.7   The above exclusions and limitations apply only to the extent permitted by law.  None of your statutory rights as a consumer that cannot be excluded or limited are affected.

7.8   Notwithstanding our efforts to ensure that our system is secure, you acknowledge that all electronic data transfers are potentially susceptible to interceptions by others.  We cannot, and do not, warrant that data transfers pursuant to the APPs, or electronic mail transmitted to and from us, will not be monitored or read by others.

8.   Indemnity

8.1   You agree to indemnify and keep us indemnified against any claim, action, suite or proceeding brought or threatened to be brought against us which is caused by or arising out of (a) your use of the APPs and/or Services, (b) any other party’s use of the APPs and/or Services using your user ID, verification PIN and/or any identifier number allocated by Entrepôt, and/or (c) your breach of nay of these APP Terms, and to pay us damages, costs and interest in connection with such claim, action, suit or proceeding.

9.   Intellectual Property Rights

9.1   All editorial content, information, photographs, illustrations, artwork, and other graphic material, and names, logos, and trade marks on the APPs are protected by copyright laws and/or other laws and/or international treaties, and belong to us and/or our suppliers.  These works, logos, graphics, sounds, or images may not be copied, reproduced, sold, retransmitted, distributed, disseminated, published, broadcasted, or circulated, whether in whole or in part, unless expressly permitted by us and/or our suppliers.

9.2   Nothing contained on the APPs should be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the APPs without our written permission.  Misuse of any trademarks or nay other content displayed on the APPs is prohibited.

9.3   We will not hesitate to take legal actins against any unauthorized usage of our trademarks, name or symbols to preserve and protect its rights in the matter.  All rights not expressly granted herein are reserved.  Other products and company names mentioned herein may also be the trademarks of their respective owners.

10.   Amendments

10.1    We may periodically make changes to the contents of the APPs, including to the descriptions and prices of goods and services advertised, at any time and without notice.  We assume no liability or responsibility for any errors or omissions in the content of the APPs.

10.2   We reserve the right to amend these APP Terms from time to time without notice.  The revised APP Terms will be posted on the APPs and shall take effect from the date of such posting.  You are advised to review the APP Terms periodically as they are binding upon you, and your continued use of the APPs constitutes your acceptance of the amended Terms.

11.   Applicable Law And Jurisdiction

11.1 You agree that the laws of the state of Florida shall apply to all matters relating to the use of the APPs, without regard to the conflicts or choices of law principles.

11.2   You agree to submit to the exclusive jurisdiction of the state and federal courts of the county of Miami-Dade, state of Florida, with respect to any dispute arising out of and/or in connection with these APP Terms.

THIRD PARTY LINKS, APPLICATIONS AND CONTENT

There may be links from the Entrepôt Platforms, or communications you receive from the Entrepôt Platform, to third party sites or properties or our Entrepôt Platforms may include third party content that we do not control or maintain.  Accessing those third party sites requires you to leave the Entrepôt Platforms.  We do not control those third party sites or any of the content contained therein and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or properties including, without limitation, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their sites.  YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH AN ENTREPÔT PLATFORM INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.  ENTREPÔT ENCOURAGES YOU TO REVIEW ALL POLICIES, RULES, TERMS AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD PARTY SITE THAT YOU VISIT.

YOUR WARRANTIES

You represent and warrant that: (i) you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms or, if you are a minor, your parents or legal guardian has read and agreed to these Terms on your behalf; (ii) you held and will continue to hold all rights necessary to enter into and perform your obligations under these Terms; and (iii) by subscribing to Our Services, you acknowledge and represent that you are authorized to use the Payment Method used for your Entrepôt  Membership Subscription.

OUR DISCLAIMER OF WARRANTIES

THE ENTREPÔT PLATFORMS, INCLUDING, WITHOUT LIMITATIONS, THE MATERIALS AND ITEMS, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS TO THE FULLEST EXTENT PERMISSABLE BY LAW.  ENTREPÔT AND ITS EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SHAREHOLDERS, AGENTS, VENDORS AND CONTRACTORS (COLLECTIVELY, THE “ENTREPÔT PARTIES”) MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO:  (A) THE ENTREPÔT PLATFORMS; (B) THE MATERIALS OR ITEMS ON OR PROVIDED THROUGH THE ENTREPÔT PLATFORMS; (C) USER CONTENT OR APPS; (D) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE ENTREPÔT PLATFORMS; (E) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCES AT THE ENTREPÔT PLATFORMS, INCLUDING, WITHOUT LIMITATIONS, ITEMS: OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM ENTREPÔT OR VIA THE ENTREPÔT PLATFORMS.  IN ADDITION, THE ENTREPÔT PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOIUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMNET, SYSTEM INTERGRATION, AND FREEDOM FROM VIRUS.

THE ENTREPÔT PARTIES DO NOT REPRESENT OR WARRANT THAT THE ENTREPÔT PLATFORMS, THE ITEMS OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE ITEMS, THE ENTREPÔT PLATFORMS, OR THE SERVERS THAT MAKE SOME OF THE ENTREPÔT PLATFORMS AVAILABLE ARE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITIATION, VIRUSES.  THE ENTREPÔT PARTIES DO NOT MAKE ANY REPRESENTATION OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE ENTREPÔT PLATFORMS IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE.  YOU ACKNOWLEDGE, BY YOUR USE OF THE ENTREPÔT PLATFORMS, THAT YOUR USE IS AT YOUR SOLE RISK.  THE ENTREPÔT PARTIES DO NOT WARRANT THAT YOUR USE OF THE ENTREPÔT PLATFORMS OR ITEMS IS LAWFUL IN ANY PARTICULAR JURISTICTION, AND THE ENTREPÔT PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.

BY ACCESSING OR USING THE ENTREPÔT PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHRE YOU ACCESS OR USE THAT ENTREPÔT PLATFORM.

LIMITATION OF LIABILITY; WAIVER

UNDER NO CIRCUMSTANCE WILL THE ENTREPÔT PARTIES BE LIABALE TO YOU FOR ANY INDIRECT, ECONOMIC, SPECIAL INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) ENTREPÔT PLATFORM; (B) THE MATERIAL OR ITEMS; (C) USER CONTENT OR APPS; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF A ENTREPÔT PLATFORM, ITEM, OR MATERIAL; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE ENTREPÔT PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF AN ENTREPÔT PLATFORM, MATERIAL OR ITEM

(F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER RIGHTS OWNERS; (G) ANY ARRORS OR OMISSIONS IN AN ENTREPÔT PLATFORM’S TECHNICAL OPERATION; OR 

(H) ANY DAMAGE THAT RESULTS FROMM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY DELIVERED PACKAGE(S) AND ITS CONTENTS, COMPUTER, HARDWARE, COMPUTER SOFTWARE, MODEM, CELLULAR PHONE, MOBILE DEVICE, OR OTHER TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGES FROM ANY SECURITY BREACH,  OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERRORS, OMMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURRACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTIONS, EVEN IF FORESEEABLE OR EVEN IF THE ENTREPÔT PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHERTHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF AN ENTREPÔT  PLATFORM). 

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold the Entrepôt Parties harmless from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your use of the Entrepôt Platforms, items or activities in connection with the Entrepôt Platforms; (b) your breach (actual or alleged) or anticipatory breach of these Terms; (c) your violation of any laws, rules, regulation codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorizes; (d) information or material transmitted through your computer or mobile or other device, even if not submitted by your, that infringes, violates or misappropriates any copyright, trade identity, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (e)  any misrepresentation made by you; or (f) the Entrepôt  Parties’ use of your information as permitted under these Terms, the Entrepôt Privacy Policy, or any other written agreements between you and Entrepôt .  You will cooperate as fully required by the Entrepôt Parties in the defense of any claim.  The Entrepôt Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Entrepôt Parties.

TERM AND TERMINATION 

Entrepôt reserves the right to terminate your access to and use of the Entrepôt Platforms or any other of its features in its sole discretion, without notice and liability, including without limitation, if Entrepôt believes your conduct fails to conform to these Terms or any Additional Terms.  Entrepôt also reserves the right to investigate suspected violations of these Terms.  Any violation of these Terms may be referred to law enforcement authorities.  

A paid Membership Subscription will continue for the length of your selected paid plan (“Subscription Term”) and will automatically renew for additional like periods or any other length described in our offer, unless you cancel prior to that renewal, your Membership Subscription is cancelled by us, or you select a different Plan.  Your Payment Method will automatically be charged at the rates in effect at the time of each renewal, plus fees and taxes.  If you do not accept the change in pricing, you have the right to reject the change by unsubscribe prior to the change taking effect.  Changes in pricing take effect at the start of the next Membership Subscription period following the date of the price change.  We may, at our option, process your renewal on a month-to-month basis instead of your chosen Membership Subscription Term.

Entrepôt also reserves the exclusive right to change this agreement at any time.  Any changes will be effective upon posting of the revisions at www.myentrepôt .com reflecting the new effective date.  Your continued use of the service following the posting of the changes will constitute your acceptance of such changes.

LOCATION AND TERRITORIAL RESTRICTIONS

Unless otherwise specified, the Entrepôt Platforms and its Materials and the Items are made available for use in the United States.

The information provided on the Entrepôt Platforms is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Entrepôt to any registration requirement within such jurisdiction or country.  Entrepôt controls and operates the Entrepôt Platforms from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Entrepôt Platforms are appropriate for use or access in other locations.  Anyone using or accessing the Entrepôt Platforms from other locations does so in their own initiative and is responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable.  We reserve the right to limit the availability of the Entrepôt Platforms and/or the provisions of any service, product, program, content, item, or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, product, program, content or other feature that we provide.

Software related to or made available by the Entrepôt Platforms may be subject to United States export controls.  This, no software from the Entrepôt Platforms may be downloaded, exported, or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.  By downloading any software related to the Entrepôt Platforms, you represent and warrant that you are not located in, under the control of, or a nations or resident of, any such country or on any such list.

You agree to comply with all rules, laws and regulations that are applicable to your use of the Entrepôt Platforms, including, without limitation, those governing your transmission or use of any software or data.

DISPUTE RESOLUTION; ARBITRATION

PLEASE READ THIS SECTION CAREFULLY BECAUTE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES WITH ENTREPÔT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ENTREPÔT.

(a) Binding Arbitration.  Except for disputes in which either party seek to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, you and Entrepôt agree:  (a) to waive your and Entrepôt’s right to have any and all disputes arising from or connected to these Terms, the Entrepôt Platforms or the Items (collectively, “Disputes”) resolved in a court; and (b) to waive your and Entrepôt ’s right to a jury trial.  Instead, you and Entrepôt agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

(b) No Class Arbitration, Class Action or Representative Actions.  YOUR AND ENTREPÔT AGREE THAT DISPUTES ARE PERSONAL TO YOU AND ENTREPÔT, AND THAT DISPUTES WILL BE RESOVLED ON SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.  YOU AND ENTREPÔT AGREE THAT A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPEOF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBTITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUAL.

(c) Federal Arbitration Act.  You and Entrepôt agree that these Terms affect interstate commerce and that the enforceability of this Dispute Resolution; Arbitration Section shall be governed by, construed and enforced, both substantively and procedurally, by the Federal Arbitration Act, 9 U.S.C. § 1et seq. (the “FAA”) to the maximum extent permitted by applicable law.

(d) Process.  YOU AND ENTREPÔT AGREE THAT WE WILL NOTIFY EACH OTHER IN WRITING OF ANY DISPUTES WITHIN THIRTY (30) DAYS OF WHEN IT ARISES SO THAT WE CAN ATTEMPT IN GOOD FAITH TO RESOLVE THE DISPUTE INFORMALLY.  Notice to Entrepôt shall be sent by certified mail or courier to: Entrepôt, Attn:  General Counsel, 1121 Crandon Blvd., Key Biscayne, FL 33149.  Your notice must include:  (a) your name and contact information; (b) a description of the nature or basis of the Dispute; and (c) the specific relief that you are seeking.  If you and Entrepôt cannot agree to resolve the Dispute within thirty (30) days of Entrepôt receiving notice, then either you or we may commence an arbitration proceeding or file a claim in courts as appropriate pursuant to this this Dispute Resolution; Arbitration Section.  YOUR AND ENTREPÔT AGREE THAT ANY ARBITRATION OR CLAIM MUST BE COMMENCED OR FILED WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES; OTHERWISE, YOU AND ENTREPÔT AGREE THAT THE CLAIM IS PERMANATELY BARRED (WHICH MEANS THAT YOU WILL NO LONGER HAVE THE RIGHT TO ASSERT A CLAIM REGARDING THE DISPUTE).  You and Entrepôt agree that  (1) any arbitration will occur in Miami-Dade County, Florida, which you may attend wither in person or via videoconference or telephone; (2) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (3) the state or federal courts in Miami-Dade Country, Florida will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award and over any Dispute between the parties that is not subject to arbitration; provided, however, that small claims courts in the jurisdiction in which you reside will have jurisdiction over small claims disputes.

(e) Authority of Arbitrator.  As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute and (ii) the authority to grant any remedy that would otherwise be available in court.  The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claim, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

(f) Rules of JAMS.  The rules of JAMS and additional information about JAMS are available on the JAMS website.  By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have ready and understand the rules of JAMS or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

(g) Severability.  If any provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other provisions will remain valid and enforceable.  Further, the waivers set forth in subsections (b) of this Dispute Resolution; Arbitration Section are severable from the other provisions of these Terms and will remain valid and enforceable except as prohibited by applicable law.

(h) Changes/Opt-Out.  You can terminate this agreement to arbitrate within 30 days of first becoming subject to this arbitration provisions by providing Entrepôt with written notice to:  Entrepôt, Attn:  General Counsel, 1121 Crandon Blvd., Key Biscayne, FL 33149.  In order to be effective, the notice must include full name, be received by Entrepôt at the required address within 30 days of first becoming subject to this arbitration provision and clearly indicate your intent to terminate this agreement to arbitrate.  Your choice to terminate this agreement to arbitrate will not affect any other provisions of these Terms.

Notwithstanding the modification-related provision in these Terms, if we revise the dispute resolution provision of these Terms, you may reject any such changes within thirty (30) days of the date such changes become effective by providing Entrepôt with written notice to: Entrepôt Corp., Attn:  General Counsel, 1121 Crandon Blvd., Key Biscayne, FL 33149.  In order to be effective, the notice must include your full name, be received by Entrepôt at the required address within 30 days of the date such changes becomes effective and clearly indicate your intent to reject changes to this Dispute Resolution; Arbitration Section.  By rejecting changes, you are agreeing to resolve disputes in accordance with the last version of the Terms you accepted.  Your choice to reject changes will not affect any other provision of these Terms.

GOVERNING LAW AND VENUE

THESE TERMS ARE GOVERNED BY AND CONTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AND APPLICABLE UNITED STATES LAW, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES.  YOU AGREE THAT ANY ACTION AT LAW OR IN EQUITY ARISING OUR OF RELATING TO THE DISPUTES OR ANY ACTION ARISING OUT OF OR RELATING TO DISPUTES BROUGHT BY A PERSON WHO PROPERTLY OPTS OUT OF THE AGREEMENT TO ARTIBRATE (IN ACCORDANCE WITH THESE TERMS) SHALL BE FILLED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN MIAMI-DADE COUNTY, FLORIDA (EXCEPT FOR SMALL CLAIMS DISPUTES, WHICH MAY BE FILED IN SMALL CLAIMS COURTS IN THE JURISDICTION IN WHICH YOU RESIDE), AND YOU HEREBY IRREVOCABLY AND UNDONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSINVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF SUCH DISPUTES.

MISCELLANEOUS

The failure of Entrepôt to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Entrepôt rights with respect to such breach or any subsequent breaches.  No waiver by Entrepôt of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized office of Entrepôt.  Neither the course of conduct between the parties nor trade practice will act to modify these Terms.  Entrepôt may assign its rights and duties under these Terms to any party at any time without any notice to you.  These Terms may not be assigned by you without Entrepôt ’s prior written consent.  If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.  The Sections titles are inserted only as a matter of convenience and have not legal or contractual effect.  You agree that these Terms will not be construed against Entrepôt by virtue of Entrepôt having drafted them.

Entrepôt will not be liable to you or be deemed to be in breach of its obligations under these Terms for any delay or failure in performance caused by acts beyond Entrepôt ’s reasonable control, including, without limitation, acts of God, war, terrorism, accidents, fires, floods, strikes, labor disputes, shortages or delays in obtaining service or supplies, material, labor or transportation, interruption of utility service or the Internet, acts of any unit of government or any governmental agency, or any similar dismissal cause.

Notwithstanding termination of your use of the Entrepôt Platforms, for any reason whatsoever, the following sections of these Terms continue to survive: “Ownership of Materials,” User Comments and Postings,” “Your Warranties,” “Our Disclaimer of Warranties,” “Limitation of Liability; Waiver,” “Indemnification,” “Governing Law; Disputes,” and “Miscellaneous.”

CONTANTACT INFORMATION

If you should have any questions or comments, please contact our toll-free customer service phone number: 1-800-239-4038