1. Users
2. Accounts
3. Orders
4. Payment
5. Pricing and Products
6. Promotional Offers & Gift Cards
7. Ownership
8. User and Artist Submitted Materials
9. Rules Regarding Information and Other Content
10. General Rules of User Conduct
11. Mobile Application
12. Feedback
13. Use of Products by Briarcliff Frame
14. Modifications to and Discontinuance of the Site or Services
15. Third Party Content and Other Websites
16. Disclaimer of Warranties
17. Limitation of Liability
18. Indemnification
19. Procedure for Making Claims of Copyright Infringement
20. Electronic Communications
21. SMS Communications
22. Trademarks & Copyright Notice
23. International Users
24. General

Please read this terms of use agreement (the “terms of use”) carefully. By accessing or using this website or any other websites of briarcliffframeshop.com. its affiliates or agents (“Briarcliff Frame Shop”, “we”, “our”) with links to this agreement in any way, including buying any frames or other products we sell on the site (“products”) or other services provided by us, including our mobile application (“application”, and together with this site and any such other websites, collectively, the “site”) and any services enabled via the site or application (together with the products, collectively, the “services”) by Briarcliff Frame Shop and/or merely browsing the site, you represent that (1) you have read, understand, and agree to be bound by these terms of use, (2) you are of legal age to form a binding contract with Briarcliff Frame Shop, and (3) you have the authority to enter into these terms of use personally or on behalf of the company you have named as the user, and to bind that company to these terms. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you registered on the site. If you do not agree to be bound by these terms of use, you may not access or use this site or the services.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with such Supplemental Terms, the Supplemental Terms shall control with respect to such Service. These Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

We know that your privacy is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. Please see our Privacy Policy. By using the Site and the Services, you consent to all actions taken by us with respect to your information as set forth in the Privacy Policy.

Please note that these Terms are subject to change by Briarcliff Frame Shop in its sole discretion at any time. When changes are made, Briarcliff Frame Shop will make a new copy of the Terms available at the Site and any new Supplemental Terms will be made available from within, or through, the affected Service on the Site. We will also update the “Last Updated” date at the top of these Terms of Use. Briarcliff Frame Shop may require you to provide consent to the updated Terms in a specified manner before further use of the Site or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Services. Otherwise, your continued use of the Site and/or Services constitutes your acceptance of such change(s).

You may simply browse the Site, or you may register with Briarcliff Frame and create an “Account”. You do not have to have an Account to order Products. You must, however, only provide us with true, accurate, current and complete information for your Account and/or Orders (defined below). If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Site or Services (or any portion thereof).

If you set up an Account, you are required to provide your name and email address and select a password (collectively, your “Account Information”), which you may not transfer to or share with any third parties. If someone accesses our Site or Services using your Account Information, we will rely on that Account Information and will assume that it is really you or your representative who is accessing the Site and Services. You are solely responsible for any and all use of your Account Information and all Orders and activities that occur under or in connection with the Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and your Account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Account. You agree to be responsible for any act or omission of any users that access the Site or Services under your Account Information that, if undertaken by you, would be deemed a violation of these Terms. In no event and under no circumstances will Briarcliff Frame be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Briarcliff Frame under this provision, (ii) any compromise of the confidentiality of your Account or password, and (iii) any unauthorized access to your Account or use of your password. You may not use anyone else's Account at any time, without the permission of the Account holder. Please notify us immediately if you become aware that your Account Information is being used without authorization. You agree not to register for more than one Account, register for an Account on behalf of an individual other than yourself without such individual’s authorization, or register for an Account on behalf of any group or entity

These Terms of Use shall govern any order you make through the Site for Products and/or Services (such order, an “Order”).

• When you place an Order on our Site for a specific Product(s), you will select your Products and provide your Payment information to Briarcliff Frame as set forth below. Briarcliff Frame will process your payment at the time that you place your Order.
• The item that you wish to have framed is referred to herein as your “Artwork”. You may either send us a digital copy of your Artwork or the actual Artwork.
• If you are providing Briarcliff Frame with a digital copy of your Artwork (the “Digital Artwork”), please upload the digital file of the Artwork to the Site. Briarcliff Frame will print such Artwork and frame such Artwork solely according to your specifications as set forth on the Site. Please note that Briarcliff Frame may choose to not complete your Order for any reason, including without limitation, if Briarcliff Frame believes that you do not have the proper ownership rights to reproduce the Digital Artwork. In such case, Briarcliff Frame will cancel your Order and refund any payments made by you.
• If you are providing Briarcliff Frame with a non-digital copy of your Artwork, Briarcliff Frame will send you packaging material for you to package your Artwork and send such Artwork to Briarcliff Frame to be framed.
• Upon your receipt of the packaging materials, please properly package your Artwork in accordance with the instructions set forth in such materials or as otherwise specified on the Site. Please send back to us your Artwork in such packaging Materials and in accordance with the delivery instructions provided to you by Briarcliff Frame. In the event that Briarcliff Frame has not received your Artwork within ninety (90) days of the date that you placed your Order, upon your written request, Briarcliff Frame will cancel your Order. Following such cancellation, Briarcliff Frame will refund the amount of your payment for such Order, less a $10.00 shipping and handling fee which will be retained by Briarcliff Frame.
• Upon receipt of your Artwork, Briarcliff Frame will frame your Artwork using the Products set forth in your Order. In the event that Briarcliff Frame is not able to complete your Order for any reason, Briarcliff Frame will return to you your Artwork and refund any payments made by you.
• Following completion of the framing of your Artwork, Briarcliff Frame will send to you your framed Artwork (the “Final Product”, which constitutes a Product under these Terms). The Products are subject to Briarcliff Frame then-current return policy, as posted on the Site.

Acceptance of Your Order: Your placement of an Order through our Site is an offer to purchase the Product(s) and/or Services ordered and we may accept your Order by processing your payment and shipping the Final Product(s). Your receipt of an electronic or other form of Order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. For any reason, we may decline to accept your Order or any part of your Order. No Order will be considered accepted by Briarcliff Frame until the Final Product(s) has been shipped to you. If some of the Products in your Order are temporarily out of stock, we will ship the available Products only and notify you of any Products that cannot be fulfilled. If we decline to accept your Order, we will attempt to notify you at the email address you provided. We further reserve the right any time after receipt of your Order, without prior notice to you, to supply less than the quantity you ordered of any item. Your Order will be deemed accepted by Briarcliff Frame upon our delivery of the Final Products that you have ordered. We may require additional verifications or information before accepting any Order. All Products shall be deemed accepted by you upon shipment, and title to, and risk of loss of, the Products passes to you when Briarcliff Frame provides the Product(s) to a common carrier.

Shipping of Orders: Any estimated shipping date provided by Briarcliff Frame is based on the date that Briarcliff Frame receives your Artwork from you, Product availability and payment processing time, and does not include transit time. Briarcliff Frame only ships currently to addresses in the United States.

To pay for an Order, you will need to provide Briarcliff Frame with the information necessary to process an Order from you, including your shipping address and the billing information requested on the Site to pay for such Order. You may pay for your Order via credit card or any other manner then available on the Site. By submitting your payment information to us, you authorize us to charge the applicable payment method at our convenience but within thirty (30) days of credit card authorization. You represent that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We assume that because Orders require a valid credit card, only persons age 18 or over are placing Orders, and providing us with the information requested during the Order process. We shall not be liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the Site (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so); however you may report any unauthorized use to us, and we will use reasonable measures within our control to help prevent future unauthorized use of your card.

We make efforts to display our Products and their colors as accurately as possible. Having said that, the displayed colors of the Products will depend upon your monitor and we cannot guarantee that your monitor will accurately portray the actual colors of the Products. Products displayed may be out-of-stock or discontinued, and prices are subject to change. We cannot confirm the price of an item until you place an Order. In addition, in the event that we receive your Artwork and we determine that the Product that you have ordered will not work for your Artwork, we will communicate with you to determine if you would like to change your Order to a different Product. In the event that you change your Order, the price of your Order will likely change. You authorize us to charge your payment method for any changes to your Order that you have approved. Despite our best efforts, a small number of the items on our Site may be mispriced. We are not responsible for typographical errors regarding price or any other matter. Unless otherwise noted on the Site at the time of your Order, all prices include shipping and handling. Unless otherwise set forth on the Site, the prices do not include sales taxes or any other taxes that we are required to add to your Order. Such taxes will be added to your total purchase price, if applicable.

We may run promotional offers from time to time on the site. The terms of any such promotion will be posted on the site. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point. Only one promotional code may be used per transaction.

Briarcliff Frame gift cards and gift certificates ("Gift cards") may only be redeemed toward the purchase of eligible goods and services provided by Briarcliff Frame on briarcliffframeshop.com. Purchases are deducted from the redeemer’s gift card balance. Any unused gift card balance will be placed in the redeemer’s briarcliffframeshop.com account. If a purchase exceeds the redeemer’s gift card balance, the remaining amount must be paid with another payment method. No fees apply to gift cards. Gift cards do not expire.

Gift cards may not be redeemed for the purchase of products at any other website. Gift cards cannot be used to purchase other gift cards. Gift cards cannot be reloaded, resold, transferred for value or redeemed for cash, except to the extent required by law. Unused gift card balances in a Briarcliff Frame account may not be transferred to another briarcliffframeshop.com account.

The risk of loss and title for gift cards pass to the purchaser upon Briarcliff Frame’s electronic transmission of the gift card to the purchaser or designated recipient, or Briarcliff Frame delivery to the carrier, whichever is applicable. Briarcliff Frame is not responsible if any gift card is lost, stolen, destroyed or used without your permission.

We have the right to close customer accounts and bill alternative forms of payment if a fraudulently obtained gift card is redeemed and/or used to make purchases on BriarcliffFrame.com

Briarcliff Frame makes no warranties, express or implied, with respect to gift cards, including without limitation, any express or implied warranty of merchantability or fitness for a particular purpose. In the event a gift card is non-functional, your sole remedy, and Briarcliff Frame’s sole liability, will be the replacement of such gift card. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site and/or Services (“Our Technology”) are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms of Use. Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on Products, the Site or in the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of Framebridge or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms of Use.

• Any materials submitted by you to Briarcliff Frame, including, without limitation, your Artwork, photographs, images, text, graphics and other materials (collectively, "User Submitted Materials") are subject to the following terms and conditions. You will retain ownership of such User Submitted Materials, and you grant Briarcliff Frame and our designees a limited, non-exclusive, royalty-free, right and license, to use, reproduce, distribute, create derivative works of and publicly display such User Submitted Materials (i) to enable you to use the Service to create, produce and purchase Products, (ii) in connection with the production or provision of any Product or Service you request, (iii) to show you how your User Submitted Materials would appear in our Products or Services, and (iv) to enable FRAMEBRIDGE to provide the Products and Services. For example, when you place an Order for a Product, we will prepare, manipulate (if necessary), and transmit the User Submitted Materials for framing, packaging and shipment. With respect to materials submitted by an Artist to Briarcliff Frame, including, without limitation, Artwork, photographs, images, text, graphics and other materials (collectively, "Artist Submitted Materials", and together with the User Submitted Materials, the “Submitted Materials”), the Artist retains ownership of all of such Artist Submitted Materials. FRAMEBRIDGE agrees that it will work individually with an Artist to obtain any rights to use, reproduce , distribute and publicly display Artist Submitted Materials on the Site or in other FRAMEBRIDGE marketing materials and solely with the consent of the Artist.
• Please note that, while you retain ownership of your Submitted Materials, any template or layout in which you arrange or organize such Submitted Materials through tools and features made available through our Sites are not proprietary to you, and the rights to such template or layout will remain with us.
• You represent and warrant that you own or otherwise possess all necessary rights with respect to the Submitted Materials, and that the Submitted Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trade secret right or other intellectual property or other property right of any third party, and that the Submitted Materials are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Submitted Materials, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
• You consent to the use of your likeness, and you have obtained the written consent, release, and/or permission of every identifiable individual who appears in Submitted Materials to use such individual's likeness, for purposes of using and otherwise exploiting the Submitted Materials in the manner contemplated by these Terms, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do submit a submission that contains the likeness of an identifiable individual under the age of eighteen (18), we strongly encourage you not to include any identifying information (such as the individual's name or address) with such Submitted Materials.
• You agree that we may (but are not obligated to) filter any Submitted Materials (including, without limitation, deleting or replacing expletives or other harmful or offensive language), refuse to use any Submitted Materials (including, without limitation, suspending processing and shipping of any Order relating to any User Submitted Materials) and/or disclose any Submitted Materials and the circumstances surrounding the use thereof, to any third party in order to provide the applicable Products or Services, to enforce these Terms or to comply with legal obligations or governmental requests.
• You agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys' fees) that arise directly or indirectly out of or from: (i) the Submitted Materials; and (ii) an actual or alleged infringement or violation of any third party’s rights with respect to such Submitted Materials.
• You agree that you, not Briarcliff Frame, are responsible for all of Your Submitted Materials.
• We may, in our sole discretion, determine whether Your Submitted Materials complies with such instructions and is satisfactory for use in our Services. Submitted Materials that violate these Terms may be removed from our Site; provided, however, that we have no obligation to remove Submitted Materials in response to user reports or requests. We are not responsible for, and will have no liability for, the removal or non-removal of any Submitted Materials from our Site.

access the Site and/or Services, you obtain access to various kinds of images, video, audio, data, and other information and materials, all of which we call “Content.” You agree not to revise Content posted by others, and you represent and warrant that you will not use any Content in any manner or submit any Submitted Materials or other Content that:

Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;

Violates the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;

Is false or inaccurate or becomes false or inaccurate at any time; Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;

Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;

Misrepresents your identity in any way;

Contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

Advocates or encourages any illegal activity; or

Has the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.

Though we strive to enforce these rules with all of our users, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You access the Site and Services at your own risk. We may, but are not obligated to, remove Content from the Site for any reason, including if we determine or suspect that such Content violates these Terms of Use. We are merely acting as a passive conduit for such distribution and we take no responsibility for your exposure to Content on the Site or through the Services whether it violates our content policies or not.

It is our goal to make access to our Site and Services a good experience for all of our users. You agree not to, and represent and warrant that you will not use, reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, your use of the Site or Services, or access to the Site or Services for any purposes other than for which the Site or Services are being provided to you, or do any of the following:

Conduct or promote any illegal activities while using the Site or Services;

Upload, distribute or print anything that may be harmful to minors;

Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;

Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights;

Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;

Use the Site or Services to generate unsolicited email advertisements or spam;

Use the Site or Services to stalk, harass or harm another individual;

Use any high volume automatic, electronic or manual process to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts);

Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;

Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the Content contained on any such web page for commercial use without our prior express written permission;

Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or

Mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages.

License. Subject to your compliance with these Terms, grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a mobile device that you own or control and to run such copy of the Application solely to access the Services for your own internal purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an“Apple Sourced Application” ) you will only use the Apple Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

App Store. You acknowledge and agree that the availability of the Application and the Services obtained through the Application may be dependent on the third party from whom you received the Application license, e.g., the Apple iPhone or Android app stores (“App Store” ). You acknowledge that these Terms are between you and Briarcliff Frame and not with the App Store. Briarcliff frame, not the App Store, is solely responsible for the Services and Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g. product liability, legal compliance, or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application or Services. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third party terms of agreement (e.g., the App Store’s terms and policies) when using the Application and the Services. You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of these Terms and will have the right to enforce them.

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to Products, the Site or the Services (collectively “Feedback”) you agree we may use the Feedback to modify our Products, Site and Services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate written agreement with you that provides otherwise.

From time to time, Briarcliff Frame may request your consent for Briarcliff Frame, its affiliates and partners to use photographs and other reproductions of Products ordered by you or provided to you, including Products that contain your Submitted Materials, and other materials supplied by you to Briarcliff Frame in Briarcliff Frame’s marketing materials, publicity and other materials and on the Site. In such event, Briarcliff Frame will seek your consent prior to such use. If you provide us with your consent, Briarcliff Frame, its affiliates and partners will have a worldwide, non-exclusive, transferable, royalty-free, perpetual irrevocable right and license, with right of to use, reproduce, distribute, create derivative works of and publicly display, photographs and reproductions of such Products and other materials in all media existing now or created in the future to market our Products, Services and Site and for such other purposes as we may determine.

We reserve the right to modify or discontinue the site or services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the site and/or services. You may need to update third-party software from time to time in order to use the site and/or services. If you object to any such changes, your sole recourse will be to cease access to the site or services. Continued access to the site or services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the site or services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the site and services at any time, for any reason, in our sole discretion. You agree that we will not be liable to you or any other party for any termination of your access to the site or services

Content from other users, suppliers, advertisers, and other third parties may be made available to you through the site and/or the services. Because we do not control such content, you agree that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The site and services may contain links to websites not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the site and/or services you may be exposed to third-party websites that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the site or services. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The site and services may contain links to websites that are operated by us but which operate under different terms of use. It is your responsibility to review the privacy policies and terms of use of any other website you visit. You agree that in no event will we be liable to you in connection with any websites, content, products, materials, or practices of any third party.

This site and all content, products and services included on or otherwise made available to you through this site are provided by Briarcliff Frame “with all faults” and on an "As is" and "As available" basis, unless otherwise specified in writing. Briarcliff Frame makes no representations or warranties of any kind, whether express or implied, as to the operation of this site or the content, products or services included on, or otherwise made available to you through, this site, unless otherwise specified in writing, including, but not limited to, any warranties of merchantability, fitness for a particular use or purpose, non-infringement, quiet enjoyment, and accuracy. You expressly agree that your use of this site is at your sole risk.

You acknowledge and agree that we are only willing to sell the products and provide access to the site and services if you agree to certain limitations of our liability to you and to third parties. You understand that to the extent permitted under applicable law, in no event will we or our officers, employees, directors, parents, subsidiaries, affiliates, agents or licensors be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, lost opportunities, or business interruptions or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy), arising out of or related to your use of or access to, or the inability to use or to access, the site or the services, regardless of whether such damages are based on contract, tort (including negligence and strict liability), warranty, statute or otherwise.

You agree to indemnify, defend and hold harmless Briarcliff Frame, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents (“Briarcliff Frame parties”), from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from: (I) your use of the products, site or services (except to the extent prohibited by law); (ii) your violation of these terms of use; (iii) your breach or any representation or warranty contained in these terms: (iv) your submitted materials; (v) your violation of any rights of any other person or entity; or (vi) any viruses, trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the site or services. Briarcliff Frame reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, the terms or your access to the site and/or services.

• Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Briarcliff Frame’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
• Compliance. If you believe that Briarcliff Frame has not adhered to these Terms of Use, please contact Briarcliff Frame by emailing us at support@framebridge.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
• Dispute Resolution.
• Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Terms. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, Briarcliff Frame may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from Delaware law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site and/or Services.
• Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
• You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
• You and Briarcliff Frame must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR FRAMEBRIDGE MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Briarcliff Frame will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) Briarcliff Frame also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
• The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 17 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Delaware law or United States federal law.
• Notwithstanding the foregoing, either you or Briarcliff Frame may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Washington, D.C. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Washington, D.C., in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Washington, D.C. for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
• With the exception of (iv)(1) and (2) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either (iv)(1) or (2) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Briarcliff Frame shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Washington, D.C. By using the Site and/or Services in any manner, you agree to the above arbitration provision.
• Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
• Choice of Language. It is the express wish of the parties that these Terms and all related documents have been drawn up in English.
• Export Control. You may not use, export, import, or transfer any Products or Briarcliff Frame materials except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Products or Briarcliff Frame materials, and any other applicable laws. In particular, but without limitation, the Products or Briarcliff Frame materials may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Products or Briarcliff Frame materials, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Products or Briarcliff Frame materials for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Briarcliff Frame are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Briarcliff Frame products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
• Release. You hereby release the Briarcliff Frame Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site and/or Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Site and/or Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
• Notice. Where Briarcliff Frame requires that you provide an e-mail address, you are responsible for providing Briarcliff Frame with your most current e-mail address. In the event that the last e-mail address you provided to Briarcliff Frame is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Briarcliff Frame’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Briarcliff Frame at the following address: support@briarcliffframeshop.com. Such notice shall be deemed given when received by Briarcliff Frame by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
• Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
• Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
• Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.