TERMS OF SERVICE

Terms of Use Agreement

PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE WEBSITE, MOBILE APPLICATIONS AND SERVICES OFFERED BY PRO CHEER COUTURE, LLC, DBA: PRO CHEER BOUTIQUE. OR ANY OF ITS SUBSIDIARIES (“PRO CHEER BOUTIQUE” OR THE “COMPANY”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT WWW.PROCHEERBOUTIQUE.COM (“WEBSITE”), MOBILE APPLICATIONS, AND SERVICES PROVIDED BY PROCHEERBOUTIQUE (COLLECTIVELY, “SERVICES”).

Introduction & Scope

Welcome to Pro Cheer Boutique! Pro Cheer Boutique is a peer-to-peer marketplace that connects buyers and sellers in professional dance fashion and accessories items. By using our Services in any manner, including but not limited to visiting or browsing the Website, you (the “user” or “you”) agree to the following Terms of Use Agreement, including those additional terms, conditions, and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services, including without limitation users who are vendors, customers, merchants, and contributors of content, information, and other materials or services on our Website.

This Agreement is effective on February 15, 2016 for current users and upon acceptance by new users. The Agreement is between you and Pro Cheer Couture, LLC, DBA: Pro Cheer Boutique. Any user who is found to be in violation of the following Agreement and any other policies posted on the Website may be banned, at the sole discretion of Pro Cheer Boutique, from using the Website or any Services.

If you have any questions, please refer to the Help & FAQs section on our Website.

Changes to the Agreement and Additional Terms

We may change the Agreement from time to time, with or without notice to you and at our sole discretion, and your continued use of the Website or any Services constitutes acceptance of these changes. It is your responsibility to review this Agreement when using the Website or our Services.

Certain services and portions of the Website are subject to additional terms and conditions either posted there or included below via hyperlink, all of which are incorporated into this Agreement. These include but are not limited to: Authenticity Guarantee, Cancellation Policy, Privacy Policy, Return Policy, The Pro Cheer Boutique Trust Promise, and Returns and Shipping. If there is a conflict between the Agreement and the terms posted for a specific service, feature, or transaction offered on the Website, unless otherwise stated in the Agreement, the terms posted for that specific service, feature, or transaction will control.

• Authenticity Guarantee
• Cancellation Policy
• Privacy Policy
• Return Policy
• The Pro Cheer Boutique Trust Promise

1. Pro Cheer Boutique is a Marketplace

Pro Cheer Boutique is an online marketplace that allows users who comply with Pro Cheer Boutique’s policies to offer, sell, and buy certain goods within a fixed-price format. Pro Cheer Boutique is not directly involved in the transaction between buyers and sellers, unless you purchase from one of the in-house accounts managed by Pro Cheer Boutique. Our in-house accounts include Pro Wear. Outside of these in-house accounts, Pro Cheer Boutique has no control over the quality, safety, morality, or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items, or the ability of buyers to pay for items. Except as stated in the Verified Sellers Program (see Section 4) or certain services that may require an application or business verification, Pro Cheer Boutique does not pre-screen users or the content or information provided by users. Pro Cheer Boutique cannot ensure that a buyer or seller will actually complete a transaction.

Legal ownership of items purchased on Pro Cheer Boutique is transferred by the seller to the buyer after a sale is completed. Pro Cheer Boutique does not transfer legal ownership of items from the seller to the buyer, except for items being sold from Pro Cheer Boutique in-house accounts.

Pro Cheer Boutique cannot guarantee the true identity, age, nationality, or other features disclosed in a user’s profile. Pro Cheer Boutique encourages you to communicate directly with potential transaction partners through the tools available on the Website or mobile application. You agree that Pro Cheer Boutique is a marketplace and as such is not responsible or liable for any content, including but not limited to data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on Pro Cheer Boutique. You use our Services at your own risk.

2. Membership Eligibility

Pro Cheer Boutique may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.

Age

Our Services are only available to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. By using our Services, registering with our Website, or creating an account to use our Services, you represent and warrant that: (a) you are at least 18 years old, (b) you are located and reside in the United States; (c) all registration information you submit is accurate and truthful; and (d) if you are a legal or business entity, you are authorized to bind that entity to the Agreement.

Individuals under the age of 18 must at all times use our Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities of any minors.

Compliance

You agree to comply with all local laws regarding acceptable content and online conduct. You are responsible for all applicable taxes. In addition, you must abide by our policies as stated in the Agreement and other policy documents available via hyperlink in this Agreement (as applicable to your activities on or use of the Services) as well as all other operating rules, policies, and procedures that may be published from time to time on our Website, each of which is incorporated herein by reference and each of which may be updated by Pro Cheer Boutique from time to time without notice to you.

In addition, some Services offered by Pro Cheer Boutique may be subject to additional terms and conditions circulated by Pro Cheer Boutique from time to time; your use of these Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Account Information and Password

You acknowledge and agree that you are fully responsible for all activity, liability, and damage resulting from your failure to securely maintain your Pro Cheer Boutique account information and password. You acknowledge and agree that you will protect your account information and password, ensure this information is current and accurate, and bear full responsibility for any activities conducted through your account. You also acknowledge and agree that you will pay and comply with all applicable taxes and laws for any transactions using our Services.

Your account information, particularly your email address and password, authenticates your identity as a Pro Cheer Boutique Member, and Pro Cheer Boutique is entitled to act on any transaction instructions received from your account information, regardless of whether it is being used with authorization from you. You agree to notify Pro Cheer Boutique of any unauthorized use of your password or any breach of security. You also agree that Pro Cheer Boutique cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your user login and password information in combination to any other party other than Pro Cheer Boutique without Pro Cheer Boutique’s explicit written permission.

You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Pro Cheer Boutique and withdraw funds from seller earnings, you must also provide and maintain valid payment information, such as valid credit card information or a valid PayPal account.

Account Transfer

You may not transfer, sell, rent, assign, sublicense, or otherwise allow another party to access or use your Pro Cheer Boutique account. You are responsible for all activity of the user account and user ID. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

Right to Refuse Service

Our Services are not available to temporarily or indefinitely suspended Pro Cheer Boutique users. Pro Cheer Boutique reserves the right, in its sole discretion, to cancel unconfirmed or inactive accounts. Pro Cheer Boutique reserves the right to refuse service to anyone, for any reason, at any time.

3. Fees

Joining and setting up a new account on the Website and Services is free. However, Pro Cheer Boutique charges a sales commission calculated as a percentage of the sale price of a completed transaction on the Website and Services. When you keep your earnings on Pro Cheer Boutique, the Pro Cheer Boutique commission is 9%. If you choose to cash out to PayPal, a debit card, or a bank account, the Pro Cheer Boutique commission is 9% with a 2.9% cash transfer fee. We may temporarily change our fees or the fees for our Services for promotional events (for example, reduced seller commission days); such changes are effective when Pro Cheer Boutique posts the temporary promotional event on the Website or features the promotion event in our mobile application. Additionally, Pro Cheer Boutique may change some or all of our Services at any time, without notice and in our sole discretion, and any changes to our fees are effective upon the posting of such changes. Pro Cheer Boutique also reserves the right to cancel any promotion, discount, coupon, or similar incentive before its originally stated expiration date. In the event Pro Cheer Boutique introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).

You are responsible for paying all fees and applicable taxes associated with using our Website and our Services in a timely manner with a valid payment method.

Fees and Termination

If Pro Cheer Boutique terminates a listing or your account, if you close your account, or if the payment of your Pro Cheer Boutique fees cannot be completed for any reason, you remain obligated to pay Pro Cheer Boutique for all unpaid fees plus any penalties, if applicable. If the seller’s account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel or charging any payment method associated with your account). If you have a question or wish to dispute a charge, contact Pro Cheer Boutique via email at admin@procheerboutique.com.

4. Listing and Selling

Listing Description

You may list and sell new and gently used women’s fashion and accessories (such as clothing, shoes, handbags, and jewelry) and wedding items on the Website or on our mobile applications. You may not list or sell designer replicas or derivatives – including but not limited to items that are counterfeit, inauthentic, or not manufactured for retail sale by the designer whose name, logo, trademark, or design is represented in or on the item.

By listing an item for sale on the Website, you warrant and represent that (a) you and all aspects of the item comply with the Agreement; (b) you have the legal right to sell the item; (c) the description and depiction of the item, including any damage, is complete, truthful, and accurate; and (d) the item is listed in the appropriate category. Your listings may only include text descriptions, graphics, photos, images, and other content relevant to the sale of that item. All items must be listed in an appropriate category with relevant tags. Each unique item must have its own listing.

Binding Sale

All sales are binding. The seller is responsible for accurately listing their items, and the buyer is responsible for reading the item description before making a purchase. The seller is obligated to ship the order to complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance. The buyer is obligated to deliver the appropriate payment for items purchased, unless there is an exceptional circumstance. Our Cancellation Policy is available via the following link: http://www.procheerboutique.com/cancellation-policy.

If you do not complete a sale or purchase, your account and all listings may be suspended and removed from the Website at Pro Cheer Boutique’s sole discretion. You may request your account and listings be reinstated, which Pro Cheer Boutique may do in its sole discretion.

Fee Avoidance

The price stated in each item listing description must be an accurate representation of the sale. Sellers may not alter the item’s price after a sale for the purpose of avoiding Pro Cheer Boutique transaction fees, misrepresent the item’s location, or use another user’s account without permission.

Offers to buy or sell outside of the Website are a potential fraud risk for both buyers and sellers and are not protected by the Pro Cheer Boutique Trust Promise, the Agreement, or other buyer/seller protection programs. Additionally, these offers may be an attempt to avoid Pro Cheer Boutique transaction fees. This is unfair to other sellers and violates the Agreement, and will result in account termination. You may not exchange personal information or engage in any other activities to transact with another in any manner to avoid any transaction fee or the Pro Cheer Boutique Secure Checkout process. You may not manipulate the price of any item or fees owed to Pro Cheer Boutique when using the Website or Services.

Shipping Fees

When you sell an item on Pro Cheer Boutique (except for any items valued at $500 or less), the seller has the option to receive a Pro Cheer Boutique shipping kit with prepaid postage and pre-addressed to the buyer in order to mail the item sold to the buyer. Seller also has the option to handle shipping on her own by adding reasonable shipping and handling fees to the sale price in order to cover the costs for packaging and mailing the item sold to the buyer. Pro Cheer Boutique requires “Delivery with Signature Required” for any packages of items valued at $500 or more.

Buyer’s Information

Upon completing a sale, sellers will have access to the buyer’s full physical address. As a seller, you are strictly prohibited from using this personal information for anything other than completing the sale.

Verified Sellers Program

In order to get paid for completed sales, sellers may be required to complete our Verified Seller Program in order to verify your identity and for Pro Cheer Boutique to maintain a safe place to buy and sell. At any time, Pro Cheer Boutique may require a seller to re-verify his or her identify. As part of our Verified Sellers Program, and as enforced by regulatory requirements relating to online payments, you will be required to provide your Social Security Number (SSN) or Employer Identification Number (EIN). This information is used for verification purposes only and will not be stored by Pro Cheer Boutique.

Additional information related to our Verified Sellers Program is available via the following link:http://www.procheerboutique.com/verified-sellers/

Holding Period

Pro Cheer Boutique, in its sole discretion, may place a hold on any earnings based on certain factors, including but not limited to, the sale of an expensive item, designer brand item, or wedding dress, for up to four days after the delivery date to ensure the buyer’s satisfaction and to protect the buyer from replica sales or other misrepresentations by the seller (including but not limited to condition, color, size, and style as displayed in the item description and photos on the listing on our Website). The seller’s funds will automatically be released after the holding period if Pro Cheer Boutique is not alerted to any issues with the purchased item.

Pro Cheer Boutique’s Resale of Returned Items

When you return an item purchased on the Website or using our Services, Pro Cheer Boutique may relist and resell it on one of Pro Cheer Boutique’s in-house accounts, including Pro Wear. The items resold will only be authentic items which have passed authentication by Pro Cheer Boutique and/or Pro Cheer Boutique’s third party authentication partners. In exchange for the right to resell, for Pro Cheer Boutique’s own account, items that the seller sells and the buyer returns to Pro Cheer Boutique, the seller will retain her/his earnings from the sale and the buyer will receive site credit for the item returned to Pro Cheer Boutique. During special promotions, some items from Pro Cheer Boutique’s in-house accounts may be marked Final Sale or Non-returnable.

5. Buying

When purchasing an item, you agree that: (a) you are responsible for reading the full item listing before committing to purchase; (b) you enter into a legally binding contract with the seller to purchase his or her items when you commit to purchase the item; and (c) Pro Cheer Boutique is not a party to the contract and does not transfer legal ownership of the item from seller to you (unless you have purchased an item from one of Pro Cheer Boutique’s in-house accounts).

6. User Submitted Content

You may submit items (including images, artwork, text, graphics, logos, and similar items) in connection with the Website or Services (“User Submissions”).

License

Pro Cheer Boutique does not claim ownership rights of User Submissions. You grant Pro Cheer Boutique a license solely to enable Pro Cheer Boutique to use any information or User Submissions you supply Pro Cheer Boutique with so that Pro Cheer Boutique is not violating any rights you might have in that User Submission. You grant Pro Cheer Boutique a non-exclusive, worldwide, perpetual, royalty-free, fully paid-up license to use, reproduce, create derivative works of, excerpt, reformat, distribute, perform, and display the User Submission (in whole or part) and to incorporate the User Submission in other works in any form, media, or technology now known or later developed (a) on the Website (including a mobile version of the Website); (b) on any application designed or developed to allow others to view your User Submission; (c) in materials created to promote the Website and its contents, and (d) in connection with online and offline events conducted in connection with the Website. You agree to allow Pro Cheer Boutique to store, translate, or reformat User Submissions on the Website or Services and display User Submissions on Pro Cheer Boutique in any way Pro Cheer Boutique chooses. This includes a buyer using the same image(s) or text description as the original seller when using our re-list feature. Pro Cheer Boutique will only use personal information in accordance with Pro Cheer Boutique’s Privacy Policy.

You represent and warrant that the User Submission (a) is your own original work and you own all rights in the User Submission or that you have all rights in the User Submission necessary to grant the license to the User Submission contained in this Agreement; (b) will not violate any third party rights, including any third party intellectual property rights, privacy rights, moral rights, or other proprietary rights; (c) does not violate any law or regulation; and (d) does not contain any virus or other malicious software, including any software which could interfere with the performance of the Website or collect user data from users of the Website.

Re-Posting User Submissions

By posting User Submissions on Pro Cheer Boutique, it is possible for an outside website or a third party to re-post your User Submissions. You agree to hold Pro Cheer Boutique harmless for any dispute concerning this use. If you choose to display your own Pro Cheer Boutique-hosted image on another website, the image must provide a link back to its listing page on Pro Cheer Boutique.

Ideas & Feedback

Pro Cheer Boutique considers any unsolicited ideas, suggestions, proposals, feedback, or any other materials submitted to the Company via the Website or Services to be non-confidential and non-proprietary. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, business models or plans, or other information about the Website or Services (“Ideas & Feedback”) provided by you to Pro Cheer Boutique are non-confidential. Any communication by you to Pro Cheer Boutique is subject to this Agreement, and Pro Cheer Boutique shall be entitled to the unrestricted use and dissemination of the Ideas & Feedback for any purpose without acknowledgment or compensation to you. Pro Cheer Boutique shall not be liable for the disclosure or use of any Ideas & Feedback. You acknowledge and hereby grant to Pro Cheer Boutique, under all of your rights in the Ideas & Feedback, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish, and exploit such Ideas & Feedback for any purpose Pro Cheer Boutique chooses, commercial or otherwise, including but not limited to incorporating it in future products or new services, documentation, or any other method, without notice or compensation to you and without further recourse by you.

7. Prohibited and Restricted Items and Activities

You are solely responsible for your conduct and activities on the Website and interactions with Pro Cheer Boutique or Pro Cheer Boutique’s Services, and all User Submissions that you submit, post, and display on Website.

Without notice, Pro Cheer Boutique reserves the right to remove, block access to, or otherwise make unavailable any User Submission or other content that is (a) in violation of the Agreement; (b) the subject of a court order or request from a governmental agency or law enforcement; or (c) otherwise unlawful, unethical, immoral, or improper for the Pro Cheer Boutique community, as determined by Pro Cheer Boutique in its sole discretion. Further, we may block users that repeatedly violate the Agreement or engage in other behavior necessitating a removal of a User Submission.

User Submissions and your use of Pro Cheer Boutique shall not:

• be false, inaccurate, or misleading;
• misrepresent your identity or your affiliation with any other person or entity;
• be fraudulent or involve the sale of illegal, replica, or stolen items;
• infringe upon any third-party’s rights, including any third party copyright, patent, trademark, trade secret or other proprietary or intellectual property rights, privacy rights, moral rights or other proprietary rights;
• list or sell any item that is illegal to sell under any applicable law, statute, ordinance, or regulation, including but not limited to counterfeit, replica, or stolen items; child pornography; obscene materials; drugs; trade secrets; or items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall;
• arrange to swap or trade items with other members on Pro Cheer Boutique
• advertise or otherwise promote any goods or services other than User Submissions that are for viewing or for sale via the Website or Services;
• violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance, or regulation (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination, or false advertising);
• harass, annoy, stalk, harm, threaten, or otherwise engage in abusive behavior towards others, including contacting, advertising to, or soliciting any other user without prior explicit consent or using an automated system to send comments or messages to others;
• impersonate or intimidate any person (including Pro Cheer Boutique team members or other users), or falsely state or otherwise misrepresent your affiliation with any person through the use of similar email address, nicknames, or creation of false account(s) or any other methods of deceit;
• Interfere with a seller’s business or online profile;
• Take any action that may undermine online reviews or feedback;
• access (or attempt to access) any portion of the Website or other personal information through any automated means (including use of scripts, scraping, or web crawlers) or violate any instructions set out in any robots.txt files present on the Website;
• obtain or attempt to obtain unauthorized access to computer systems, materials, or information, including attempting to obtain, use, or access any materials or information that is not intentionally made publicly available via the Website;
• send mass unsolicited messages, “flood” servers with requests, or perform similar actions;
• interfere with or disrupt the Services or Website or servers or networks connected to the same;
• manipulate, display, or access the Website or any materials or information found thereon using “framing,” “deep linking.” or similar techniques that bypass or circumnavigate the intended architecture and layout of the Website;
• contain or transmit any code or malicious software of a destructive nature, including any software that may collect user data or personal information from users of the Website or Services;
• upload, store, distribute, or disseminate electronic files that are corrupted or contain viruses, “trojans,” “spyware,” “adware,” “malware,” or any other malicious components, or take any measures, such as implementing “denial of service” attacks, “email bombs,” or other techniques that impose an unreasonable or disproportionately large burden on the Website or any other Pro Cheer Boutique system or network, or that are otherwise connected to or interface such systems or networks;
• appear to create liability for Pro Cheer Boutique or cause Pro Cheer Boutique to lose (in whole or in part) the services of Pro Cheer Boutique’s internet service provider or other vendors;
• Link directly or indirectly, or reference or contain descriptions of goods or services that are prohibited under this Agreement and any other policy documents posted on Pro Cheer Boutique; or
• copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Service.

In the event of a replica or misrepresented listing, Pro Cheer Boutique will pull funds from the seller if the seller has already cashed out the Pro Cheer Boutique site credit. Furthermore, you may not list any item on Pro Cheer Boutique (or consummate any transaction that was initiated using our Services) that by paying to Pro Cheer Boutique could cause Pro Cheer Boutique to violate any applicable law, statute, ordinance, regulation, or that violates this Agreement.

8. Information Control

Pro Cheer Boutique does not control the User Submissions provided by users that are made available on the Website and Services. You may find some User Submissions to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.

By using the Website and Services, you agree to accept such risks and that Pro Cheer Boutique (and Pro Cheer Boutique’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Pro Cheer Boutique. Please use caution, common sense, and practice safe buying and selling when using Pro Cheer Boutique.

Other Resources

Pro Cheer Boutique is not responsible for the availability of outside websites or resources linked to or referenced on the Website or Services. Pro Cheer Boutique does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Pro Cheer Boutique shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

9. Termination

Pro Cheer Boutique may restrict, suspend, or terminate your use of or access to the Website or Services, without notice or liability to you and in its sole discretion, and without refunding any fees, if Pro Cheer Boutique suspects (by information, investigation, conviction, settlement, or otherwise) that (a) you are in breach of, are attempting or threatening to breach, or are acting inconsistently with the terms and spirit of this Agreement; (b) you are in breach of, are attempting or threatening to breach, or are acting inconsistently with the terms and spirit of any Pro Cheer Boutique policy; (c) your activities on or in relation to the Website may violate applicable law; (d) you are unable to verify or authenticate any of your personal information or User Submissions; (e) you have failed to pay a fee; (f) you may cause legal liability or financial loss to Pro Cheer Boutique’s users or to Pro Cheer Boutique; or (g) for any other reason at any time. This includes cancelling any unverified accounts or inactive accounts, warning Pro Cheer Boutique’s community of a user’s actions, temporarily or indefinitely suspending a user’s account privileges, terminating a user’s account, or prohibiting access to the Website or Services, and taking technical or legal steps to keep a user off the Website and refusing to provide Services to a user. Further, any suspected fraudulent, abusive, or illegal activity, including violations of the Agreement and any additional Pro Cheer Boutique policy, may be referred to appropriate law enforcement authorities or other appropriate third parties.

Pro Cheer Boutique reserves the right to suspend and/or terminate a user’s account or any accounts held by that user by virtue of association, including all usernames under which that user operates on the Website or Services.

10. Personal Information and Privacy

Pro Cheer Boutique will only use personal information in accordance with its Privacy Policy. Except as provided in Pro Cheer Boutique’s Privacy Policy, Pro Cheer Boutique will not sell or disclose your personal information to third parties without your explicit consent. If you do not agree with Pro Cheer Boutique’s use of your personal information, do not use the Website or Services.

In accordance with its Privacy Policy, Pro Cheer Boutique will disclose user’s personal information to law enforcement and government agencies, third parties with intellectual property rights, third parties in a legal proceeding, business partners, trusted affiliates, and third party service providers. Pro Cheer Boutique’s Privacy Policy is accessible via the following link: https://www.procheerboutique.com/privacy/

As part of a transaction, you may obtain personal information, including shipping information, from another user. Without obtaining prior permission, this personal information shall only be used for that specific transaction or for Pro Cheer Boutique-related communications regarding that transaction with the other user. Pro Cheer Boutique has not granted you a license to use the information for unsolicited commercial messages or unauthorized transactions. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Pro Cheer Boutique user to your email or physical mail list. For more information, see Pro Cheer Boutique’s Privacy Policy via the link above.

11. Intellectual Property

All content on the Website is owned by or licensed to Pro Cheer Boutique. Subject to the Agreement, Pro Cheer Boutique grants to you a non-exclusive, non-transferable, non-sublicensable license to access and view the Website and to make a reasonable number of copies of the content on the Website solely for your own personal and non-commercial use. All rights not expressly granted herein are reserved to Pro Cheer Boutique and its licensors. Other than as expressly provided above, you may not display, reproduce, distribute, modify, sell, or otherwise use any materials or content on the Website, and all such content is provided on an AS IS basis.

The trademarks, logos, service marks, trade names, graphics, page headers, button icons, scripts and other designs that are displayed on the Website and Services are owned by Pro Cheer Boutique and/or its affiliates or their third party licensors and may not be used unless authorized by the trademark owner. Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Pro Cheer Boutique’s Trademarks displayed on the Service, without our prior written permission in each instance. Pro Cheer Boutique’s intellectual property may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion. All goodwill generated from the use of Pro Cheer Boutique intellectual property will inure to our exclusive benefit.

12. Complaint Procedures and DMCA Takedown Requests

Pro Cheer Boutique respects the legal rights of others and complies with the Digital Millennium Copyright Act. It expects you to do the same. If you believe another user has violated the Agreement or your intellectual property rights, please complete the following procedure.

Verified Rights Owners Program (VRO): To enforce the intellectual property rights of owners, Pro Cheer Boutique engages in a Verified Rights Owners program that allows owners to request Pro Cheer Boutique to remove certain listings that offer items or contain images or other materials that infringe on their intellectual property rights. These rights can include trademark, copyright, and/or other legal rights. For example, a Verified Rights Owner may ask Pro Cheer Boutique to remove an item being sold that uses the rights owner’s registered trademark (such as a logo on a designer handbag) if the item is not an authentic product of the rights owner. This VRO program helps protect Pro Cheer Boutique members from buying or selling items that may be replica or otherwise unauthorized under state and/or federal laws. Before a listing is removed, a Verified Rights Owner must provide to Pro Cheer Boutique information that ensures that the person or company reporting the item is authorized to do so. If a Verified Rights Owner believes a listing violates their intellectual property rights, please provide Pro Cheer Boutique with a written notice containing (where applicable) the following information:

• a notarized request letter certifying that you are the owner of the intellectual property;
• a description of the intellectual property that you claim has been infringed, including details on any registration that protects the same;
• a description of the material that you claim is infringing and where it is located on the Website;
• hyperlinks to the listings with the suspected item;
• your name, address, telephone number, and email address;
• a statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on their behalf; and
• an electronic or physical signature of the person authorized to act on behalf of the intellectual property owner.

The notice should be delivered to Pro Cheer Boutique’s Copyright Agent for infringement claims:

Pro Cheer Boutique P. O. Box 160184 Austin, TX 78716 or admin@procheerboutique.com

If a copyright notice is received by Pro Cheer Boutique’s Copyright Agent, Pro Cheer Boutique may send a copy of the notice to the user who posted the material at issue.

If your item is reported, you may receive an email notifying you that a Verified Rights Owner participant requested your listing to be removed from the Website or Services. We require the rights owner to provide us with an email address so you can contact them directly for more information about why your listing infringes their intellectual property rights. You can find the Verified Rights Owner’s email address in the email you received when your listing was removed.

At Pro Cheer Boutique’s sole discretion, users who infringe on intellectual property rights of Verified Rights Owners will have their user accounts and/or access to the Services removed or disabled. If Pro Cheer Boutique disables or removes your user account, or any content or other materials you have posted, and you believe this was done in error, please forward a written notice stating the same and providing any supporting documentation necessary to establish your rights to the agent referenced above.

Pro Cheer Boutique may disclose offenders’ personal identification information to third parties with intellectual property rights who have complied with the complaint procedure. For more information, see Pro Cheer Boutique’s Privacy Policy, accessible via the following hyperlink: https://www.procheerboutique.com/privacy/.

If you have concerns or questions about why your listing was reported or removed, please contact the VRO participant directly using the email address we provided.

You can also contact our Member Care team at admin@procheerboutique.com if the Verified Rights Owner has not replied after 10 days or if you have any other questions.

13. Counter Notification Procedures for Copyright Notices

If your material has been removed, disabled, or otherwise restricted due to a copyright infringement notification, and you believe that your material is not infringing or you were authorized by the copyright owner, the copyright owner’s agent, or pursuant to the law to post and use the material, you may send a counter-notice containing the following information to Pro Cheer Boutique’s Agent for Infringement Claims:

• your name, address, telephone number, and e-mail address;
• identification of the material at issue, including its location before it was removed, disabled, or otherwise restricted;
• a statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material;
• a statement that you consent to the jurisdiction of the federal court in Austin, Texas;
• a statement that you will accept service of process from the person who provided notification of the alleged infringement; and
• your physical or electronic signature.

If a counter-notice is received by our Copyright Agent, Pro Cheer Boutique may send a copy of the counter-notice to the original complaining party informing it that we may replace the removed material or cease disabling it in the next 30 business days at our sole discretion unless the original complaining party files an action seeking a court order against Pro Cheer Boutique or the applicable member/user.

14. Disclaimers

Pro Cheer Boutique is not involved in the actual transaction between Buyers and Sellers. While Pro Cheer Boutique may help facilitate the resolution of disputes through various programs, and may provide guarantees which are backed by the Pro Cheer Boutique Return Policy, we have no control over and do not guarantee: (a) the existence, quality, safety, or legality of items advertised; (b) the truth or accuracy of users’ content or listings; (c) the ability of Sellers to sell items; (d) the ability of Buyers to pay for items; (e) that a Buyer or Seller will actually complete a transaction or return an item; (f) the legal transfer of item from the Seller to the Buyer; or (g) that a buyer or seller will actually complete a transaction.

Rather, our goal at Pro Cheer Boutique is to maintain our Website, Services, and related tools, in a manner that is safe, secure, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our Website, Services, or tools. You further acknowledge that operation of and access to our Website, Services, or tools may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that you are making use of our Website, Services, and tools at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law: WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT PRO CHEER BOUTIQUE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PRO CHEER BOUTIQUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, DIRECTLY OR INDIRECTLY RESULTING FROM OR RELATED TO YOUR USE OF THE SERVICES OR WEBSITE, INCLUDING BUT NOT LIMITED TO ANY THIRD-PARTY ACTION RELATED TO THE SERVICES OR WEBSITE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

IF PRO CHEER BOUTIQUE IS FOUND LIABLE TO YOU OR ANY THIRD PARTY, SUCH LIABILITY IS LIMITED TO THE GREATER OF (A) ANY AMOUNTS DUE UNDER THE PRO CHEER BOUTIQUE TRUST PROMISE UP TO THE PRICE THE ITEM SOLD FOR ON THE WEBSITE (INCLUDING ANY APPLICABLE SALES TAX) AND ITS ORIGINAL SHIPPING COSTS; (B) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO PRO CHEER BOUTIQUE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (C) $100.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

16. Indemnification

You agree to defend, indemnify, and hold harmless Pro Cheer Boutique and its affiliates, and their directors, officers, employees, parents, subsidiaries, stockholders, and agents, from and against all claims, demands, liabilities, costs, losses, and expenses, including reasonable attorneys’ fees, arising from your use of the Services or Website or your breach of the Agreement, including any dispute with another user or claim from a third party. Pro Cheer Boutique may elect to assume the defense and control of such claim and, in such case, you agree to cooperate with Pro Cheer Boutique in the defense of such claim and to reimburse Pro Cheer Boutique for all reasonable expenses and fees incurred in the course of defending such claim.

17. No Guarantee

Pro Cheer Boutique does not guarantee continuous, uninterrupted access to the Website or Services, and operation of the Website or Services may be interfered with by numerous factors outside Pro Cheer Boutique’s control.

18. Disputes with Other Users or Third Parties

In the event a dispute arises between you and another user or a third party, Pro Cheer Boutique encourages you to contact the user or third party to resolve the dispute amicably.

Pro Cheer Boutique reserves the right, but has no obligation, to monitor and/or manage disputes between you and other users of the Website or Services. If you have a dispute with one or more users, you release Pro Cheer Boutique, its affiliates and subsidiaries, and its respective officers, directors, employees, and agents from claims, demands, and damages for every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes with one or more users, or an outside party. Pro Cheer Boutique will only become involved in conflicts arising between users if such conflicts meet the requirements stated in Pro Cheer Boutique’s Secure Checkout Terms of Use.

You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

19. Disputes with Pro Cheer Boutique

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND PRO CHEER BOUTIQUE HAVE AGAINST EACH OTHER ARE RESOLVED.

Any dispute relating in any way to your visit or use of the Website or Services or any other interaction with Pro Cheer Boutique shall be finally settled by confidential arbitration in Travis County, Texas, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator shall have exclusive authority to resolve any dispute relating to the agreement’s enforceability, including questions of arbitrability and any claim that all or any part of this Agreement is void or voidable. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction This arbitration agreement is made pursuant to a transaction in interstate commerce, and shall be governed by the Federal Arbitration Act at 9 U.S.C. §1.

To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise, and there shall be no right or authority for any claims to be arbitrated on a class action basis. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL.

To the extent you have in any manner violated or may potentially violate Pro Cheer Boutique’s intellectual property rights, Pro Cheer Boutique may seek injunctive or other appropriate relief in any state or federal court located in Austin, Texas, and you consent to exclusive jurisdiction and venue in such courts, and that your violation causes Pro Cheer Boutique irreparable harm for which there is no adequate remedy at law.

The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award.

Use of the Website or Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.

20. Legal Compliance; Taxes

You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Website and Services and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make using the Website and Services.

21. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.

22. No Agency

You and Pro Cheer Boutique are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

23. Pro Cheer Boutique Services

Pro Cheer Boutique reserves the right to modify or terminate the Website and Service for any reason, without notice and at any time. Pro Cheer Boutique reserves the right to alter this Agreement or other policies at any time, so please review the policies frequently. If Pro Cheer Boutique makes a material change, then Pro Cheer Boutique will notify you here by posting updates to this Agreement or by means Pro Cheer Boutique deems appropriate. What constitutes a “material change” will be determined at Pro Cheer Boutique’s sole discretion, in good faith, and using common sense and reasonable judgment.

24. Survival

Sections 3 (Fees), 4 (Listing and Selling), 6 (User Submitted Content, License). 8 (Information Control), 9 (Termination), 10 (Personal Information and Privacy), 11 (Pro Cheer Boutique’s Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (No Guarantee), 18 (Disputes with Other Users), 19 (Disputes with Pro Cheer Boutique), 21 (Severability), 22 (No Agency) 26 (Change of Ownership) and 27 (General Terms) shall survive any termination or expiration of this Agreement.

25. Notices

Unless expressly provided elsewhere in the Agreement, any notice, demand, claim, or communication related to the Agreement may be provided by: (a) electronic mail transmission; (b) first class mail or certified mail, postage prepaid; or (c) express courier, cost prepaid; and sent to the following:

• Pro Cheer Boutique, Attention: Legal Department, P. O. Box 160184, Austin, TX 78716
• The email or physical address associated with your user account.

Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid, or 72 hours after delivery by mail or courier. The parties agree that service of process and service of a summons related to any disputes arising under this Agreement between the parties can be served via this notice provision.

26. Change of Ownership

If Pro Cheer Boutique were to merge with or be acquired by another company, or sell a significant portion of its assets or all of its assets, we may share information with them in accordance with our Privacy Policy. Should such an event occur, we will ask that the newly combined entity follow Pro Cheer Boutique’s Privacy Policy with respect to your personal information or otherwise advise you of any changes to a newly adopted privacy policy. If your personal information is to be collected, used, or disclosed for any purposes not covered in this Agreement or our Privacy Policy, you will receive prior notification of the processing of your personal information for the new purposes.

27. General Terms

This Agreement, and any rights and licenses granted hereunder, may not be transferred, assigned, or sublicensed by you without Pro Cheer Boutique’s express written consent. On the other hand, Pro Cheer Boutique may assign, sublicense, or otherwise transfer any rights or licenses under the Agreement, without restriction and without prior notice to you.

Following termination of this Agreement and/or your commercial relationship with Pro Cheer Boutique, any term of the Agreement logically extended beyond such termination shall survive to the fullest extent necessary to allow you and Pro Cheer Boutique to enforce any rights obtained or obligations incurred hereunder.

No term or provision of this Agreement is meant or intended to benefit any third party.

You agree to submit to the laws of the State of Texas and applicable United States federal law without regard to conflicts of law principles.

This Agreement represents the entire agreement and understanding between you and Pro Cheer Boutique and it supersedes any other agreement or understanding (written, oral or implied) between you and Pro Cheer Boutique. No other agreements, promises, representations, or understandings shall be binding upon Pro Cheer Boutique with respect to the Website or Pro Cheer Boutique’s Services unless contained in this Agreement, or separately agreed to in writing and signed by an authorized representative of Pro Cheer Boutique.

Neither you nor Pro Cheer Boutique will be deemed to have any liability whatsoever to the other or to any third party for any failure of performance hereunder occasioned by an act of God, force of nature, war or warlike activity, insurrection or civil commotion, labor dispute, transportation delay, governmental regulatory action whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control, provided the affected party gives prompt notice to the other party.

If any part of this Agreement shall be determined to be illegal, invalid, or unenforceable: (a) that part shall nevertheless be enforced to the extent permissible in order to effect the intent of the parties; and (b) the remaining parts of the Agreement shall be deemed valid and enforceable, so long as the remaining parts continue to fulfill the original intent of the parties.

28. Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California, Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Effective Date: February 15, 2016