WEBSITE TERMS OF USE AND SALE AGREEMENT

CelMates, LLC (“CelMates” or “we”) maintains this website (the “Site”) as a service to our customers.  By using the Site, you agree to comply with and be bound by this Website Terms of Use and Sale Agreement (the “Agreement”).  You acknowledge and agree that your use of the Site has the same effect as manually signing a contract and creates a valid, binding contract between you and CelMates.  If you do not agree to all of the terms of this Agreement, you should proceed no further and obtain no products or services through the Site.  This Agreement constitutes the entire agreement between you and CelMates, and supersedes any prior or contemporaneous agreements, representations, warranties or understandings with respect to the Site, the content, products, or services provided by or through the Site.  CelMates may amend any of the terms of this Agreement from time to time without specific notice to you.  However, if we amend this Agreement, we will post the revised Agreement on the Site.  For your convenience and future reference, the date of the version of this Agreement is listed below.  You are encouraged to print and save this version of the Agreement that you have reviewed and approved so that you may compare it to the version in effect when you use the Site in the future to determine what, if any, changes have been made.

Description of Merchandise.

CelMates offers original and limited reproduction artwork and other items for sale to the public, including animation art cels, printer’s proofs, hors de commerce prints, literature and other collectibles. 

Limited Right to Use.

You may download content from the Site (“Content”) for your personal, non-commercial use only.  However, you must retain with the Content all copyright, trademark and other proprietary notices displayed on the Site.  You further agree not to republish, distribute, display, assign, sublicense, sell, or prepare derivative works based on the Content.  No part of the Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).  You may not create hypertext links to the Site or frame any Content available through the Site without the express written consent of CelMates.

Proprietary Rights.

All Content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters on the Site are the sole and exclusive property of their respective owners and are protected under applicable copyrights, trademarks, patent, or other proprietary (including intellectual property) rights.  The copying, modifying, distributing, transmitting, displaying, selling, licensing, publishing or creating derivative works by you of any such matters or any part of the Site, except as expressly allowed by this Agreement, is strictly prohibited.  You do not acquire ownership rights to any Content or other materials viewed through the Site.  CelMates is a collector and admirer of the items offered for sale on the Site, but CelMates has no affiliation with The Walt Disney Company or its affiliates or the artists whose work is sold through the Site.

Trademarks/Service Marks.

CelMates is a trademark of CelMates, LLC.  Other product and company names mentioned on the Site may be trademarks or service marks of their respective owners and may not be reproduced without the express written consent of the trademark or service mark owner.  Use of the marks on the Site should not be viewed as indicating any affiliation between CelMates and The Walt Disney Company or its affiliates or any other company.

Security.

By using this Site you agree to be responsible for maintaining the confidentiality of your account information and password and for restricting third-party access to your computer.  You agree to be responsible for all activities or transactions that occur under your account.  You further agree to only use the Site for lawful purposes.  In addition, you agree not to access or attempt to access any private data of third parties, use any device or program to interfere with the normal operation of the Site or otherwise disrupt the Site, use or attempt to use any search engine, software, tool, or device, including browsers, spiders, robots, avatars, or intelligent agents, other than the search engine and search agents provided by CelMates, if any, to search the Site.

Links.

The Site may link to other websites in order to provide information that may be of interest to our users.  These links are provided as a convenience only, and the inclusion of any link does not constitute an endorsement by CelMates of any linked site.  CelMates is not responsible for the content, terms of use, or privacy practices of other websites.  We recommend that you read the terms of use and privacy policies of every website you visit, particularly those that collect personally identifiable information. 

Purchasing Goods.

You may purchase items using a current credit card (for purchases up to $50,000) or by wire transfer.  Please contact us at info at CelMates dot com if you wish to pay by wire transfer.  You represent and warrant that you are at least 18 years old, any credit card information or other information you supply is true, correct, and complete, charges incurred by you will be honored by you or your credit card company, and you will pay all charges incurred by you at the posted prices, including the cost of shipping and insurance and any applicable taxes.

Shipping; Insurance; Sales Tax.

All items ordered through the Site generally will ship to you within ten (10) business days of CelMates’ acceptance of the order and receipt of payment of all charges in collected funds.  If your order cannot be shipped within ten (10) business days of receipt of payment, CelMates will notify you of the expected shipment date by email at the address you provided when you placed the order.  CelMates offers free ground shipping, insured in an amount equal to the purchase price shown on your order, within the 48 continental and contiguous states within the United States of America.  On all orders to be shipped to locations outside of the continental United States, CelMates will provide you with a quotation of shipping costs applicable to the order.  CelMates will not be deemed to have accepted your order until you have accepted the shipping quotation and paid all applicable shipping and insurance fees.  The risk of loss of or damage to any item ordered from CelMates is yours upon our shipment of the order.  Please note that CelMates required to collect sales tax on all orders that are sold to residents of Oklahoma or that are shipped to an address within Oklahoma.

Claims for Goods Lost or Damaged in Transit.

Because risk of loss and damage transfers to you upon shipment, you will be responsible for initiating a claim with the shipping company.  However, we ask that you notify Celmates by e-mail sent to info at CelMates dot com if any merchandise purchased on this site is lost or damaged in transit.

Order Acceptance/Confirmation.

Upon placing an order, CelMates will forward to the email address you provided when you placed the order an email listing the specifics of your order.  CelMates’ sending this email does not constitute acceptance of your order by CelMates.  The email is merely a courtesy notification of CelMates’ receipt of your order.

Order Limitations.

CelMates, in its sole discretion, may refuse to sell to any person and deny, reject, or cancel any order for any reason.  If we cancel or reject your order, we will make reasonable efforts to notify you through the email address you provided and will credit your account for the amount paid for the cancelled or rejected order. 

Quantity Limitations.

CelMates, in its sole discretion, may limit the quantity of items purchased per person, per company, or per order.  If we decide to make a change to an order, we will make reasonable efforts to notify you through the email address you provided when you placed the order and will credit your account for the amount paid for the cancelled or rejected portion of the order. 

Returns.

You must obtain written authorization from CelMates prior to returning any item purchased through the Site.  We will not be responsible for any item returned to us without our prior written authorization.  CelMates must receive a copy of its return authorization, a copy of the original invoice, and the returned item in the same condition as when shipped within ten (10) days of the date of shipment.  Upon receipt of a qualifying return, the purchase price of the item, less a restocking charge of twenty‑five percent (25%) of the purchase price, will be credited to your credit card account if you purchase the item using a credit card or mailed to you by check.

Indemnification.

You agree to indemnify, defend, and hold CelMates and its members, managers, employees, agents, and affiliates (“Affiliated Parties”) harmless from any liability, loss, claim, and expense, including reasonable attorneys’ fees, related to your violation of this Agreement or use of the Site or any item purchased through the Site.

Nontransferable.

Your right to use the Site is not transferable.  Any password or right given to you to obtain information or purchase items is not transferable and any transfer or assignment made in violation of this provision shall be void.

Limited Warranty.

UNLESS AN ITEM IS OFFERED WITH A CERTIFICATE OF AUTHENTICITY, ALL ITEMS THAT WE SELL ARE SOLD WITH A WARRANTY OF OUR OWNERSHIP OF THE ITEM, BUT NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM INFRINGEMENT, OR CONDITION OF THE ITEM OR ABOUT THE CORRECTNESS OF DESCRIPTION, GENUINENESS, ATTRIBUTION, PROVENANCE, OR PERIOD OF THE ITEM OR ABOUT WHETHER THE PURCHASER ACQUIRES ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS IN THE ITEM OR ABOUT WHETHER THE ITEM IS SUBJECT TO THE ARTIST’S MORAL RIGHTS OR OTHER RESIDUAL RIGHTS OF THE ARTIST.  REFERENCES ON THIS SITE TO DAMAGE OR RESTORATION ARE FOR GUIDANCE ONLY AND SHOULD BE EVALUATED BY PERSONAL INSPECTION BY YOU OR A KNOWLEDGEABLE REPRESENTATIVE. THE ABSENCE OF SUCH A REFERENCE DOES NOT IMPLY THAT AN ITEM IS FREE FROM DEFECTS OR RESTORATION, NOR DOES A REFERENCE TO PARTICULAR DEFECTS IMPLY THE ABSENCE OF ANY OTHERS.  WE ARE NOT RESPONSIBLE FOR ANY ERRORS ON THIS SITE.  YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL CELMATES BE LIABLE FOR ANY DAMAGES, INCLUDING ANY COMPENSATORY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND YOU WAIVE ANY CLAIM FOR THESE DAMAGES.  THIS NEGATION OF DAMAGES IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CELMATES. 

Use of Information.

We maintain this Site as a service to our customers.  By using the Site you authorize us to use and assign all information obtained either directly from you or through your use of the Site in any manner consistent with our Privacy Policy [PROVIDE LINK].  This information may include all personal information provided by you as well as non-personal information such as the type of browser or operating system you are using and the domain name of your Internet service provider.  In order to best serve you, this information may be used to contact you about your account with us and to offer you information about new items or services available at this Site as well as to make improvements to this Site.  This information may also be provided to third parties.  These third parties may include appropriate governmental or law enforcement authorities, federal regulatory agencies, credit services, and others as necessary to provide the items requested or to assist in the investigation of fraud, harassment, or any other unlawful activity.  CelMates shall have no liability for the use of this information by any third party.

Privacy Policy.

Our Privacy Policy [http://www.celmates.com/pages/privacy-policy.html], as it may change from time to time, is incorporated as a part of this Agreement.

Miscellaneous.

The laws of the State of Oklahoma shall govern all matters arising under or relating to this Agreement, your use of the Site and purchase of any items through the Site, and the legal relations between you and CelMates without giving effect to any conflict of law provision (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of the law of any other jurisdiction.  Any cause of action by you must be asserted within one (1) year after the cause of action arises.  If you fail to assert your cause of action within such time, your cause of action will be deemed to be forever waived and barred.  The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party.  All disputes arising from or related to this Agreement, your use of the Site, or purchase of any items through the Site shall be resolved by final binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The arbitration hearing shall be conducted in Oklahoma City, Oklahoma.  This Agreement constitutes the entire and only agreement between you and CelMates and supersedes any and all prior or contemporaneous agreements, representations, warranties, and understandings with respect to your use of the Site and purchase of any items through the Site, and the legal relations between you and CelMates.  To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall govern.  Our failure to enforce any provision of this Agreement shall not be deemed a waiver of the provision or of the right to enforce the provision.

Rev. 0, effective February 1, 2011