Welcome to www.EDByEllen.com and its related sites, which include but are not limited to (the "Sites"). BCL-ED Newco, LLC and its brands, including but not limited to (referred to in this document as “EDByEllen.com”) provides the Sites as a service to our customers. Please review these terms and conditions of use (the “Agreement”) which govern your use of the sites.
By using the Sites you agree to follow and be bound by this Agreement (you, together with EDByEllen.com are sometimes referred to as the “Parties”). EDByEllen.com reserves the right to change, update or modify this Agreement at any time without prior notice. As a result, you should review this Agreement every time you use any of the Sites. If you do not agree to the terms of this Agreement, you should not use the Sites.
Contents of the Sites
Unless otherwise stated in this Agreement or elsewhere on the Sites, the Sites, and all materials on the Sites, including images, illustrations, photographs, icons, designs, text, video clips and other materials, and the copyrights, trademarks, trade dress and/or other intellectual property in such materials (collectively, the "Contents") are owned, controlled or licensed by EDByEllen.com and other trademarks appearing on the Sites are the trademarks of EDByEllen.com and/or its subsidiaries, affiliates or partners.
The Sites and the Contents are intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on the Sites for your personal use only. No right, title or interest in any downloaded Content is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Contents or the Sites.
Unless otherwise specified, the Sites and the Contents are intended to promote EDByEllen.com's products and services available in the United States.
Transactions on the Sites
EDByEllen.com does not guarantee the availability of the merchandise through the Sites, as stock may vary, and we reserve the right to limit or refuse any order that is placed with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that EDByEllen.com makes a change to or cancels an order, we will try to notify you by contacting the contact information you provided during the transaction, including your e-mail and/or billing address/phone number. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. Currently, EDByEllen.com only accepts orders from and ships to the United States.
Right to Change Sites
EDByEllen.com reserves the right, at any time, in our sole discretion, to:
- Modify, suspend or discontinue the Sites or any service, content, feature or product offered through the Sites, with or without notice;
- Charge fees in connection with the use of the Sites;
- Modify and/or waive any fees charged in connection with the Sites; and/or
- Offer opportunities to some or all users of the Sites.
You agree that EDByEllen.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, or any service, content, feature or product offered through the Sites.
User Comments and User Submitted Materials
EDByEllen.com may allow comments regarding our products and services on the Sites or elsewhere. However, EDByEllen.com’s company policy does not allow us to accept or to consider any unsolicited materials, including suggestions, creative ideas, plans, product proposals, etc., other than those that have been specifically requested by EDByEllen.com. We have put this policy in place to avoid any misunderstandings regarding when projects developed by EDByEllen.com, or its employees, agents, partners or affiliates, might appear to be similar to materials submitted by users. Accordingly, although EDByEllen.com appreciates hearing from its users and fans, we must ask that you do not send us any creative ideas, suggestions, proposals, plans, or other materials for our business. If, upon our explicit request, you send certain specific submissions (for example, contest entries, customer reviews or photographs) or without a request from us you send creative ideas, suggestions, customer reviews, photographs, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Comments"), you agree that EDByEllen.com may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to EDByEllen.com. EDByEllen.com is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments. EDByEllen.com has the right but not the obligation to monitor and edit or remove any Comments.
You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Sites. You are not permitted to use a false e-mail address, pretend to be someone other than yourself or assume a false identity, or otherwise mislead EDByEllen.com or third parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. EDByEllen.com takes no responsibility and assumes no liability for any Comments posted by your or any third party.
Submitting Personal Information to EDByEllen.com
Product Description and Information
The prices displayed on the Sites are quoted in U.S. Dollars.
Products available through the Sites may have limited quantities and are subject to return or exchange only through the Sites according to the applicable return policy. In addition, some products displayed on the Sites are available exclusively online.
Errors, Inaccuracies, and Omissions
Information on the sites may contain typographical errors, inaccuracies, or omissions that may relate to product descriptions, promotions, pricings, offers and availability. EDByEllen.com reserves the right to correct any such errors, inaccuracies or omissions and to change or update any information on the sites or cancel any orders if at any time, without any prior notice, including after you have submitted an order through the Sites or otherwise.
EDByEllen.com has endeavored to accurately display the colors of our products on our sites. However, we cannot guarantee that our products will appear as they do on our Sites as displayed on your monitor or any other device with which you view the sites.
Links to Third Party Sites
The Sites may contain links to other websites (the “Linked Sites”) that are not under the control of EDByEllen.com. EDByEllen.com is not responsible for the content, security, availability, accuracy or practices of the Linked Sites and expressly disclaims any responsibility for malware, worms, time bombs, bots, or any other harmful or deleterious programs or materials in said links or Linked Sites. The user assumes all risk and responsibility if he or she clicks on a link on the Sites that leads the user away from the Sites.
Accordingly, EDByEllen.com has no responsibility for the linked Web sites nor does linking constitute an endorsement of any Linked Sites unless otherwise stated in writing. Links are provided solely for the convenience and information of the Sites' users.
Security; No Warranties
EDBYELLEN.COM ENDEAVORS TO SECURE ITS SITES BY UTILIZING COMMERCIALLY REASONABLE SECURITY PRACTICES, BUT IT CANNOT GUARANTEE THAT ITS SERVICES WILL BE ERROR-FREE OR COMPLETELY SECURE. EDBYELLEN.COM WILL ATTEMPT TO PROVIDE THE SITES WITHOUT INTERRUPTION, BUT THE SITES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITES ARE PROVIDED BY EDBYELLEN.COM ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. EDBYELLEN.COM DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SITES AT ANY TIME OF YOUR CHOOSING.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER EDBYELLEN.COM NOR ANY OF ITS EMPLOYEES, OWNERS, MEMBERS, MANAGERS, PARTNERS, SPOKESPERSONS, AFFILIATES, AGENTS, SUPPLIERS, SUB-CONTRACTORS OR LICENSORSMAKE ANY WARRANTIES OF ANY KIND AND DISCLAIM ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, AS TO THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITES OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, WARRANTIES THAT THE SITESARE COMPLETELY SECURE OR ERROR-FREE, OR WARRANTIES OF NON-INTERRUPTION, NON-INTERFERENCE OR NON-INFRINGEMENT, UNLESS OTHERWISE SPECIFIED IN WRITING.
EDBYELLEN.COM RESERVES THE RIGHT TO TERMINATE YOUR ACCESS TO THE SITES AT ANY TIME WITHOUT CAUSE OR NOTICE.
Availability of the Sites
YOU ACKNOWLEDGE THAT ACCESS TO THE SITES WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, "CARRIER LINES") OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND EDBYELLEN.COM’S CONTROL. EDBYELLEN.COM ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY,
FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
EXCEPT AS EXPRESSLY REQUIRED OR WARRANTED UNDER THE AGREEMENT AND IF, AND TO THE EXTENT, PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL EDBYELLEN.COM BE LIABLE FOR FAILING TO PROVIDE THE SITES UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
YOU AGREE THAT EDBYELLEN.COM TAKES NO RESPONSIBILITY FOR AND DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY INACCURACIES OR DEFECTS IN THE COMMUNICATION LINES, THE INTERNET OR YOUR INTERNET SERVICE PROVIDER ("ISP"), COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE THAT YOU USE TO ACCESS THE SITES.
Limitation of Liability
IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL EDBYELLEN.COM BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR CONSISTING OF, ARISING FROM OR RELATING TO LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SITES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES IS AT YOUR SOLE RISK.
EDBYELLEN.COM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY EDBYELLEN.COM SITE OR SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY EDBYELLEN.COM SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, CONDITIONS OR CATEGORIES OF DAMAGES, CERTAIN OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, EDBYELLEN.COM’S WARRANTIES, CONDITIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS EDBYELLEN.COM AND OUR AFFILIATES, OFFICERS, MEMBERS, MANAGERS, OWNERS, SPOKESPERSONS, AND AGENTS, FROM AND AGAINST ANY CLAIM, COST OR LIABILITY, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF: (A) THE USE OF THE SITES BY YOU; (B) ANY BREACH BY YOU OF ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS CONTAINED IN THIS AGREEMENT; (C) THE ACTIONS OF ANY PERSON GAINING ACCESS TO THE SITES UNDER A USER ID ASSIGNED TO YOU; (D) THE ACTIONS OF ANYONE USING A USER ID, PASSWORD OR OTHER UNIQUE IDENTIFIER ASSIGNED TO YOU THAT ADVERSELY AFFECTS THE SITES OR ANY INFORMATION ACCESSED THROUGH THE SYSTEM, INCLUDING BUT NOT LIMITED TO A SECURITY BREACH; AND (E) YOUR NEGLIGENT OR WILLFUL MISCONDUCT.
Restrictions on Use
YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE, LAWS REGULATIONS AND RULES, INCLUDING BUT NOT LIMITED TO LAWS, REGULATIONS OR RULES OF COUNTRIES OUTSIDE THE UNITED STATES AND WILL BEAR ANY AND ALL LIABILITY RESULTING FROM YOUR VIOLATION OF ANY SUCH RELEVANT LAW, REGULATION OR RULE, INCLUDING RELEVANT PRIVACY AND DATA PROTECTION LAWS, UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.
Further, you agree:
- You will not use the Sites for any purpose that is unlawful or prohibited by this Agreement;
- You will not use the Sites to solicit the performance of any illegal activity or other activity which infringes, misappropriates or otherwise violates the rights of EDByEllen.com or others;
- You will not use the Sites in any manner that could damage, disable, overburden or impair any server, or the network(s) connected to any server, or interfere with any other party’s use and enjoyment of the Sites;
- You will not attempt to gain unauthorized access to the Sites or any services, other accounts, computer systems or networks connected to any server or to any of the services, through hacking, password mining or any other means;
- You will not obtain or attempt to obtain any materials or information not intentionally made available to you through the Sites;
- You will not frame the Sites or any portion thereof without the prior written consent of EDByEllen.com;
- You will not use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or reverse-engineer or use any similar and/or manual process, to access, acquire, catalog, store, reproduce, distribute or monitor any portion of the Sites, or in any way reproduce or circumvent the navigational structure or presentation of the Sites;
- You will not take any action to interfere with, or disrupt the Sites, circumvent security measures or attempt to exceed the limited authorization and access granted to you under this Agreement;
- You will not remove any copyright, trademark or other intellectual property right notices contained in the Sites; and
- EDByEllen.com has the right, in its sole discretion, to monitor any and all use of the Sites to the extent permitted by applicable laws, rules or regulations.
Unauthorized access to the Sites is a breach of this Agreement and may be a violation of law. You agree not to access the Sites by any means other than through the interfaces that we provide to you.
Any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Sites, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it ("Dispute") may only be brought in a court of competent jurisdiction in the County of New York, State of New York.Both you and EDByEllen.com expressly agree to waive a trial by jury in any Dispute herein. You agree to submit to the personal and exclusive jurisdiction of the United States District Court for the Southern District of New York or a state court of competent jurisdiction in the County of New York, State of New York. Further, both you and EDByEllen.com agree that the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent:
BCL-ED Newco, LLC
C/O Barton LLP
420 Lexington Avenue
New York NY 10170
Attn: William A. Newman, Esq.
(2) to you at: your last-used billing address or the billing and/or shipping address in your online profile.
Both you and EDByEllen.com agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any litigation or filing any claim against the other party.
YOU HEREBY KNOWINGLY AGREE THAT ANY PROCEEDING, IN COURT OR BEFORE ANY OTHER COMPETENT TRIBUNAL, INCLUDING AT ARBITRATION IF APPLICABLE, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU HEREBY ACKNOWLEDGE THAT BY AGREEING AND ACCEPTING THIS TERM, YOU ARE WAIVING YOUR ABILITY TO JOIN A CLASS ACTION AGAINST EDBYELLEN.COM.
Choice of Law
This Agreement shall be construed in accordance with the internal laws of the State of New York, without regard to any conflict of law provisions, and the 1980 U.N. Convention on Contracts for the International Sale of Goods shall not apply. You agree to waive all defenses of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state or federal courts of the County of New York, State of New York.
EDByEllen.com’s failure to insist on or enforce strict performance of this Agreement shall not constitute a waiver of any provision or any right, nor shall any course of conduct between EDByEllen.com and you or any other party be deemed to modify any provision of the this Agreement.
If any provision of this Agreement is found to be contrary to law or otherwise invalid or unenforceable by a court or other tribunal of competent jurisdiction, then such provision shall be limited to the minimum extent necessary to effect the order of the court or other such tribunal and construed in a way to most closely reflect the intentions of EDByEllen.com and you. All other provisions shall remain in full force and effect.
Both you and EDByEllen.com agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written, oral, or other agreements, communications, and understandings relating to the subject matter of this Agreement. Both you and EDByEllen.com further agree that any waivers and modifications must be in writing and signed by both you and EDByEllen.com, expect as otherwise provided in this Agreement. No agency, partnership, joint venture, employment, or other kind of relationship is created as a result of this Agreement unless expressly granted by the terms of this Agreement and you do not have any authority of any kind of bind EDByEllen.com in any respect whatsoever.
These terms are effective unless and until terminated by either you or EDByEllen.com. You may terminate this Agreement at any time. EDByEllen.com also may terminate this Agreement at any time without notice, and accordingly may deny you access to the Sites, if in our sole judgment you fail to comply with any term or provision of the Agreement. The obligations and liabilities of you and EDByEllen.com incurred prior to the termination date shall survive the termination of this Agreement for all purposes.
You acknowledge and agree that, pursuant to the Digital Millennium Copyright Act (“DMCA”), EDByEllen.com may respond in accordance with the requirements of the DMCA to “take-down” notices from third parties that allege that the inclusion in or our Sites or on EDByEllen.com systems of informationwhich you provide violates their copyrights. In so doing, EDByEllen.com may elect to remove (or require you to remove) such allegedly infringing information from the Sites and/or EDByEllen.com systems unless you object to the allegation of infringement, in which case EDByEllen.com in its sole discretion may elect to maintain or restore the allegedly infringing information to the Website and/or EDByEllen.com systems pending the outcome of litigation which you may institute against the alleged copyright owner pursuant to the DMCA. You agree to cooperate fully with EDByEllen.com to assure compliance with the DMCA upon receipt by EDByEllen.com of any “take-down” notice issued by any third party, and in so doing, to promptly inform EDByEllen.com whether you object to any such “take-down” notice and, if so, whether you will institute litigation to challenge the allegations of copyright infringement.
Notice and Procedure for Making Claims of Copyright Infringement
EDByEllen.com respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide EDByEllen.com’s copyright agent the written information specified below:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work or works that you claim have been infringed upon;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
EDByEllen.com’s Copyright Agent for notice of claims of copyright infringement on the EDByEllen.com Sites can be reached as follows:
c/o BCL-ED Newco, LLC
121 East 24th Street, 11th Floor
New York, NY 100010
ATTN: DMCA Copyright Agent
Email notifications may be sent to dmcanotice@EDByEllen.com .
Please note that this procedure is exclusively for notifying EDByEllen.com and its subsidiaries that your copyrighted material has been infringed.