TERMS & CONDITIONS

Welcome to harlemshakenyc.com.

These Terms and Conditions govern your use of all websites (including http://www.harlemshakenyc.com), properties, and services (collectively, the “Services”) owned or operated by Harlem Shake IPHC LLC, its parent(s), subsidiaries and/or licensees (collectively “Harlem Shake”). . Please read these Terms and Conditions carefully before you start to use the Services. The Services are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms and Conditions”). Your use of harlemshakenyc.com constitutes your agreement to all such Terms and Conditions. If you do not agree to these Terms and Conditions [or the terms of our Privacy Policy,] you should not use the Services.

ACCESSING AND USING THE SERVICES; TERMINATION/ACCESS RESTRICTION

You may use the Services only for lawful purposes and in accordance with these Terms and Conditions. As a condition of your use of the Services, you warrant to Harlem Shake that you will not use the Services for any purpose that is unlawful or prohibited by these Terms and Conditions. You may not use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.

By using the Services, you represent that you are 18 years or older. If you are under the age of 18 years, you agree not to use the Services. We reserve the right to withdraw or amend the Services in our sole discretion without notice.

You may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. If you choose a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You agree to immediately notify us of any unauthorized use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user identification code or password, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, if in our opinion, you have failed to comply with any provision of these Terms and Conditions.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Harlem Shake as a result of your use of the Services.

Harlem Shake’s performance under these Terms and Conditions is subject to existing laws and legal process, and nothing contained herein is in derogation of Harlem Shakes’ right to comply with governmental, court and lawenforcement requests or requirements relating to your use of the Services or information provided to or gathered by Harlem Shake with respect to such use.

Harlem Shake reserves the right, in its sole discretion, to terminate your access to the Services, and the related services or any portion thereof, at any time, without notice.

ELECTRONIC COMMUNICATIONS

Using the Services and/or sending e-mails to Harlem Shake constitutes electronic communications. By doing so you consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via e-mail and/or via the Services, satisfy any legal requirement that such communications be in writing.

LINKS TO THIRD PARTY SITES/THIRD PARTY SERVICES

If the Services contain links to other websites provided by third parties (“Linked Sites”), these Linked Sites are provided for your convenience only and do not imply endorsement by Harlem Shake of the site or any association with its owners and/or operators. The Linked Sites are not under the control of Harlem Shake and Harlem Shake is not responsible for the contents of any Linked Site, including without limitation for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked from the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such Linked Sites.

Certain services made available via harlemshakenyc.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the harlemshakenyc.com domain, you hereby acknowledge and consent that Harlem Shake may share such information and data with any third party with whom Harlem Shake has a contractual relationship to provide the requested product, service or functionality on behalf of harlemshakenyc.com users and customers.

INTELLECTUAL PROPERTY RIGHTS

The Services and their entire contents, features and functionality (including but not limited to all information, software, text, displays, graphics, logos, images, video and audio, and the design, selection and arrangement thereof), are owned by Harlem Shake or its licensors or other providers of such content and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found by way of the Services. Harlem Shake content is not for resale. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Harlem Shake and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Harlem Shake or our licensors except as expressly authorized by these Terms and Conditions.

INTERNATIONAL USERS

The Services are controlled, operated and administered by Harlem Shake from our offices within the USA. You may not use or export the Services’ content in violation of applicable export laws and regulations. The Services’ content is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration or other requirement within such jurisdiction or country. If you access the Service from a location outside the USA, you are responsible for compliance with all local and international laws.

You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations. We reserve the right to limit access or availability of the Services to any person, geographic region or jurisdiction.

DISPUTE RESOLUTION

If you feel that we are not abiding by these Terms and Conditions, you should first contact us by email at feedback@harlemshakenyc.com.

Any controversy or claim arising out of or relating to these Terms and Conditions, our Privacy Policy, or your use of the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. You agree that you will seek relief only on an individual basis, and not as a plaintiff or class member in any purported class or representative proceeding.

INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Harlem Shake, its officers, directors, owners, employees, agents, affiliates, licensors and licensees (collectively, the “Indemnified Parties”), from and against any losses, costs, liabilities and expenses (including reasonable attorney’s fees incurred by the Indemnified Parties in connection with any claim by a third party) relating to or arising out of your breach of these Terms and Conditions, any misrepresentation or breach of representation or warranty made by you contained herein or any breach of any covenant or agreement to be performed by you hereunder, your use of or inability to use the Services, any user postings made by you, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Harlem Shake 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 Harlem Shake in asserting any available defenses.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES AND CONTENT THEREIN IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH SERVICES, AND ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

HARLEM SHAKE AND/OR ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS MAKE NO REPRESENTATIONS ABOUT THE COMPLETENESSS, SECURITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SERVICES, AND ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED THEREIN, FOR ANY PURPOSE.

HARLEM SHAKE AND/OR ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LIMITATIONS ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HARLEM SHAKE AND/OR ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HARLEM SHAKE OR ANY OF ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

IF YOU ARE DISSATISFIED WITH ANY OF THE SERVICES, OR WITH ANY OF THESE TERM AND CONDITIONS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

CHOICE OF LAW

These Terms and Conditions are governed by the laws of the State of New Jersey and you hereby consent to the exclusive jurisdiction and venue of courts in New Jersey in all disputes arising out of or relating to the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including, without limitation, this section.

WAIVER, SEVERABILITY, AND MERGER

No waiver of these Terms and Conditions by Harlem Shake shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Harlem Shake to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect.

These Terms and Conditions, together with the Privacy Policy, constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between you and us with respect to the subject matter hereof.

CHANGES TO TERMS AND CONDITIONS

Harlem Shake reserves the right, in its sole discretion, to amend or modify the Terms and Conditions under which the Services are offered. The most current version of the Terms and Conditions will supersede all previous versions. Harlem Shake encourages you to periodically review the Terms to stay informed of our updates. Your continued access to or use of the Services following changes to these Terms and Conditions shall constitute consent to any amendments and/or modifications.