Last Updated May 15, 2007

Terms of Use

CHERYL&CO® welcomes you to our web site located at www.cherylandco.com (CHERYL&CO® or the "Web Site"). The goal of the Web Site is to provide access to our wide selection of fresh baked cookies, desserts and gift products and services.  To ensure a safe, pleasant environment for all of our users, we have established these Terms of Use. In this way, you will know what you can expect from us and what we expect from you.

Note: You must be 18 years or older to use, subscribe, or register as a member of CHERYL&CO®.

BY ACCESSING ANY AREAS OF THE WEB SITE YOU AGREE TO BE LEGALLY BOUND, AND TO ABIDE BY, THESE TERMS OF USE.

Ownership and Trademarks

CHERYL&CO® and the Web Site are owned by Cheryl & Co. with offices at 646 McCorkle Blvd, Westerville, Ohio 43082 (the "Company"). CHERYL&CO® and the below listed registered trademarks are owned by Cheryl&Co., 1-800-FLOWERS.COM, INC. or one or more of its Affiliates. "Affiliates" are those persons or entities directly or indirectly controlling, controlled by, or under common control with the Company. All other third party trademarks, product names, and company names and logos appearing on this Web Site are the property of their respective owners.

ADVENTURERS’®

AIR-RANGEMENT®

AMBROSIA®
AMERICAN COUNTRY HOME®

AMERICAN HOMESTEAD COLLECTION BY FANNY FARMER®
AMERICA'S BUSINESS FLORIST®
BALLOON BOUTIQUE®
BIRTHDAY FLOWER CAKE®
BLOOMLINK®
BLOOMNET®
BLOOM OF THE MONTH®
BRING YOUR MOM TO WORK DAY®
BUNNY (design mark)

CAFE BOUQUET®
CALL 1-800-FLOWERS®

CAMEO DESIGN
CELEBRATIONS®
CHERYL&CO®
CHERYL&CO® (& design)
CHERYL'S COOKIES®
CHILDHOOD'S PUREST TREASURES®
CONROY'S FLOWERS® (Stylized logo with Conroy's in the Flower box logo design)
CONROY'S FLOWERS®
CONROY'S 1-800-FLOWERS® (Stylized Flower box logo design)

COOKIE JOYS®
COOKIES FOR A'S®
COOK IT! CLUB® (& Design)

CUSHION FINDER®

DEBUTANTES®
DIRECT FROM THE TASTING ROOM TO YOU®
800-BASKETS®
800-CANDIES®
800-FLORIST®
800-FLOWERS®
800-GOODIES®
800-GROWERS®
E-MMEDIATE GIFT®
EXPRESSIONS EXCHANGE®
FANNY FARMER®

FANNY FARMER® (& Design)

FANNY FARMER® (Stylized)

FANNY FARMER® (Stylized & Design)

FANNIE MAY®

FANNIE MAY® (Stylized)

FANNIE MAY CANDIES CELEBRATED COLLECTION®

FANNIE MAY KITCHEN FRESH CANDIES®

FF® (Stylized)

FINGERMAJIG®
FIRST CLASS BEARS®
FLEUR DE CHOCOLATE®
FLORAVERSITY®

FLOWER COUNTRY®
FLOWER COUNTRY USA®
FLOWERS®

FREECALL 1800FLOWERS AUSTRALIA WIDE (& Design)
FRESH®
FRESH CONNECTION®
FRESH FLOWER HAPPY HOUR®

FRESH FORUM®
FRESH HOME & GARDEN®
FRESHNESS CARE SYSTEM®
FRESH REWARDS®
FRESH TALK®
FRESH THOUGHTS®
FRESH UNIVERSITY®
GARDENWORKS®
GET TOGETHERS & CELEBRATIONS®
GIFT CONCIERGE SERVICE®

GIFT WELL LIVE WELL®
GOURMET CLASSICS®
GREATFOOD.COM®
GREAT FOOD ONLINE®
GREETING CANS®

HALFPENNY®
HAPPYVILLE BLOCKS®
HAPPYVILAGERS®

HARRY LONDON®

HEARTH HEADQUARTERS®
HEARTHSONG®

HEARTHSONG® (Stylized)
HEARTHSOURCE®

HOLIDAY FLOWER TREE®

HOT LIPS®

I LOVE MY HONEY BUT OH YOU FANNIE MAY!®
IT'S YOUR DAY BOUQUET®

JUNGLE BEASTIES®
JUST CALL OUR NAME®

KIDDY POPS®

LIVE WIRES®

LOTSA LOVE®

LUCKY HORSESHOE®
MAGIC CABIN®

MAGIC CABIN DOLLS®
MAGIC CABIN FAIRIES®
MAKING SCENTS®
MAMA MOORE'S BAKESHOP®
MUGABLES®
O!CCASSIONS®
1-800-BASKETS.COM®
1-800-CANDIES.COM®
1-800-FLEURISTE®
1-800-FLOWERS®
1-800-FLOWERS® (Stylized logo design w/ flower box)

1-800-FLOWERS® (& Tulip Design)
1800FLOWERS.BIZ®
1-800-FLOWERS.BIZ®
1800FLOWERS.COM®
1-800-FLOWERS.COM®

1-800-FLOWERS.COM® (Stacked logo with Tulip)

1-800-FLOWERS.COM® (Linear logo with Tulip)
1-800-FLOWERS.MOM®
1-800-GIFTHOUSE®
1-800-GOODIES.COM®
1-800-GREETINGS.COM®
1-800-GROWERS.COM®

1-800-LAS-FLORES®
1-800-LAS FLORES.COM®
1-800-LAS FLORES.COM® (Stylized logo design with Tulip)
1-800-THE-ROSE®
1-888-FLOWERS®

PECAN DIXIES®

PIXIES® (Stylized)
PICK-UP PIZZAS®
PLOW & HEARTH®
PRACTICAL SOLUTION FOR EVERYDAY LIVING®
PRETZEL JOYS®

PRIVATE TASTING®
PROBLEM SOLVERS®
RESERVE BLANC®
SNACK OF THE MONTH®
SNACK TO SCHOOL®
SWEET PERSUASION®

TASTING PANEL®
TELEVERSITY®
THE ONE 800 NUMBER FOR FLOWERS®
THE ONE 888 NUMBER FOR FLOWERS®
THE PINK RIBBON BOUQUET®
THE POPCORN FACTORY®
THE POPCORN FACTORY® (Stylized logo)
TIMELESS TULIPS®
TOPSY TURVY TROLLS®
TOYS YOU'LL FEEL GOOD ABOUT GIVING®
TRINIDAD®

TRINIDADS®

TULIP® (Tulip logo design)

TUMBLING GNOMES®
VINTNER'S SELECT®
WIND & WEATHER®
WIND & WONDER®

WIND BLOWING DESIGN (Wooshman Design)
WINE GLASS DESIGN

WINETASTING® (& Design)
WINETASTING.COM® (& Design)
WINETASTING NETWORK®
WORLD'S FAVORITE FLORIST®

WWW.HEARTHSONG.COM®
WORLD WINE RAMBLERS®
WONDER WAX®

YOUR FLORIST OF CHOICE®
YOUR TRUSTED GUIDE TO GIFTING®
WORLD'S FAVORITE FLORIST®

PURCHASENETsm and the following are pending service mark or trademark applications of the Company, or its Affiliates:

APPLE MARTINI BOUQUET™

BLOOMLINKsm (logo)
BOOKS & BLOOMS™
CELEBRATIONS.COMsm

COSMOPOLITAN  BOUQUET™

CRISPIE JOYS™
FIELDS OF THE WORLDsm
HAPPY HOUR BOUQUETSsm 
JULEP CUP BOUQUET™

LOVE POTION™

KEY TO MY HEART™

KUDOS BOUQUET™

MADISON LIVINGsm

MADISON PLACEsm
MAGNUTS™

MAGNUTS™ (with Stylized “U”) 

MARGARITA BOUQUET™

MINI MARGARITA BOUQUET™
PURCHASENETsm
SEND-A-MESSAGEsm

STRAWBERRY FLORAL MARGARITA™

Disclaimers and Limitation of Liability

YOU EXPRESSLY AGREE THAT USE OF THE WEB SITE IS AT YOUR SOLE RISK. NEITHER THE COMPANY, NOR ITS AFFILIATES, NOR ANY OF ITS OFFICERS, DIRECTORS, OR EMPLOYEES, AGENTS, THIRD-PARTY SERVICE OR CONTENT PROVIDERS ("PROVIDERS"), MERCHANTS ("MERCHANTS"), SPONSORS ("SPONSORS"), LICENSORS ("LICENSORS"), OR THE LIKE (COLLECTIVELY, "ASSOCIATES"), WARRANT THAT THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE, OR AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEB SITE; EXCEPT THAT THE COMPANY DOES GUARANTEE YOUR COMPLETE SATISFACTION WITH YOUR ORDER HOWEVER, IN EVERY EVENT, THE COMPANY'S SOLE MAXIMUM LIABILITY WILL BE NOT MORE THAN TO REFUND THE PURCHASE PRICE OR TO REPLACE AND DELIVER AN EQUIVALENT ORDER AS SOON AS REASONABLY PRACTICABLE.

THE WEB SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS AND THE COMPANY SPECIFICALLY DISCLAIMS WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN OR ELECTRONICALLY DELIVERED INFORMATION GIVEN BY THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS, OR THE LIKE, SHALL CREATE ANY WARRANTY.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE WEB SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS THAT RESULT FROM THE USE OF OR INABILITY TO USE THE WEB SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE WEB SITE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE COMPANY'S RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE WEB SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

CONTENT

Proprietary Rights

You acknowledge that the Web Site contains information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material (collectively "Content") that are protected by copyrights, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as a collective work under the U.S. copyright laws, and the Company or its Affiliates or other third party licensors may own a copyright in the selection, coordination, arrangement, and enhancement of such Content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, you may use the content only for your personal non-commercial use and make copies of select portions of the Content, provided that the copies are made only for your personal use and that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see e.g. 17 U.S.C. Section 107), you may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right. In addition to the foregoing, use of any software Content shall be governed by the software license agreement accompanying such software.

Third Party Content on the Web Site

The Company is a distributor and not a publisher of the Content supplied by third parties on the Web Site. The Company does not have editorial control over such Content. Any opinions, advice, statements, services, offers, or other information that constitutes part of the Content expressed or made available by third parties, including Providers, Merchants, Sponsors, Licensors, or any user of the Web Site, are those of the respective authors or distributors and not of the Company or its Affiliates or any of its officers, directors, employees, or agents. NEITHER THE COMPANY NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, NOR ANY THIRD PARTY, INCLUDING ANY PROVIDER, MERCHANT, SPONSOR, LICENSOR, OR ANY OTHER USER OF THE WEB SITE, GUARANTEES THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT, NOR ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

In many instances, the Content available through the Web Site represents the opinions and judgments of the respective Provider, Merchant, Sponsor, Licensor, subscriber, customer, or user, whether or not under contract with the Company. The Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made on the Web Site by anyone other than authorized Company employees. Under no circumstances shall the Company, or its Affiliates, or any of their respective officers, directors, employees, or agents, be liable for any loss or damage caused by your reliance on any Content or other information obtained through the Web Site. It is your responsibility to evaluate the information, opinion, advice, or other Content available through the Web Site.

Copyright Agent

CHERYL&CO® respects the rights of all copyright holders and in this regard it has adopted and implemented a policy that provides for the termination of user privileges and membership in appropriate circumstances of users who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Cheryl&Co.'s Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

d. Information reasonably sufficient to permit us to contact the complaining party;

e. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f. A statement that the information in the notifications accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Company's Copyright Agent for notice of claims of copyright infringement on or regarding this site can be reached as follows:

Copyright Agent

Michael Sparling Esq.

Vice President & Assistant General Counsel

1-800-FLOWERS.COM, INC.

One Old Country Road, Suite 500

Carle Place, New York 11514

Phone 516.237.4965

Fax 516.237.6101

Email msparling@1800flowers.com

User Submissions

The Company does not claim ownership of any Content you submit or make available for inclusion on the Web Site. However, with respect to all such Content, including, without limitation, creative ideas, suggestions, content, postings, artwork, material or other submissions whether via email, feedback, a public forum or otherwise (collectively, "User Submissions"), you grant the Company and its Affiliates the worldwide, perpetual, royalty-free, irrevocable, non-exclusive right to use, communicate, reproduce, publish, display, perform, modify, alter, adapt, translate, sublicense, distribute, create derivative works from and exploit such User Submissions in any manner, including on the Web Site or any other web sites, in television programs, on radio, in books, magazines, articles, commentaries, and in any other medium now known or later developed without your consent. You also warrant that you own or otherwise control all of the rights to any User Submissions you submit or post on or to the Web Site or otherwise transmit to the Company and that our public posting and other public or private use of such User Submissions will not infringe the rights of any third party. You acknowledge that you are not entitled now, or in the future, to any compensation for any User Submissions you may submit or post and you waive the benefits of any provisions of law known as "droit moral" (moral rights) or any similar laws.

No User Submissions, regardless of how they may be marked, will be received by us in confidence, nor shall they be subject to any express or implied obligation of confidentially. Neither the Company, or its Affiliates, nor their respective officers, directors, agents or employees shall be liable for any use or disclosure of any User Submissions.

You and your successors and assigns hereby waive any and all rights and remedies you may have against the Company, or its Affiliates, or any of their respective officers, directors, employees, or agents now or in the future, and hereby release the Company, its Affiliates, and any of their respective officers, directors, agents and employees from any and all claims, demands, actions, causes of action, damages, obligations, losses and expenses of whatever kind, (collectively "Claims") relating to providing, posting, transmitting or making available through the Web Site the User Submissions to the Company, or the Company receiving, evaluating, and utilizing the User Submissions. You further agree to indemnify, defend and hold harmless the Company, its Affiliates, and any of their respective officers, directors, agents and employees from and against any and all Claims, including, without limitation, Claims that any User Submissions misappropriate or infringe upon the rights of any third party, and reasonable attorneys' fees and expenses, which result or arise from, or are based on, the receipt, evaluation or use of User Submissions by the Company, its Affiliates or its third party licensees.

In addition, the Company may, in our sole discretion, at any time and without prior notice to you, suspend or terminate any public forum, any other portion of the Web Site, or the subscription or registration of any user who violates any of these terms and conditions of use, any of the rules, regulations or guidelines or for any other behavior that we in our sole discretion believe is inappropriate.

Use of Public Forums

A "public forum" means any publicly accessible message board, chat room, discussion group, folder, survey, contest, sweepstakes, user review and rate forum, or other interactive service or promotion on or accessible via the Web Site , and includes both public boards and folders. You must use, subscribe, or register in accordance with instructions that you will find on the Web Site in order to participate or contribute to any public forum. You may not submit or post on any public forum, or send to any other public forum user or our employees, any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, invades a person's privacy, violates any intellectual or other property rights, or is vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. You agree not to use any false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a communication or other Content, or attempt to do any such acts. You may not use any public forum in a commercial manner. You may not submit or post material that solicits funds, or that advertises or solicits goods or services. You may not submit or post any User Submissions or material that you know, or should have known, to be false. You may not submit or post messages regarding stocks or other securities. You may not submit, post, or transmit any information, software or other material that contains a virus or other harmful component.

CHERYL&CO® is not responsible for any User Submissions or material appearing in any public forum on the Web Site, except for Content signed by one of our identified authorized representatives. We do not screen User Submissions for libel, obscenity, invasion of privacy, copyright or trademark infringement, accuracy, or for any other reason. We retain, however, the rights set forth below in The Company's Rights section.

Distribution/Uploading by Users of Third Party Content

Except as otherwise set forth in these Terms, you agree not to upload to or otherwise distribute on the Web Site any Content created or owned by others which is subject to any copyright or other proprietary rights of any third party. The unauthorized submission or distribution of copyrighted or other proprietary third party Content is illegal and could subject you to criminal prosecution as well as personal liability for damages. You, not the Company, or its Affiliates, or any of their respective officers, directors, agents, employees, Merchants, Providers, Sponsors, Licensors, or the like, will be liable for any damages resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission.

Compliance with Laws and Export Regulations

You agree to use the Content and this Web Site in compliance with all applicable laws, rules and regulations and in a manner that does not, in the sole judgment of the Company, negatively reflect on the goodwill or reputation of the Company or any of its Affiliates.

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations, including but not limited to the Export Administration Act and the Arms Export Control Act, and not to transfer, by electronic transmission or otherwise, any Content derived from the Web Site to either a foreign national or a foreign destination in violation of such laws.

The Company's Rights

The Company is not responsible for screening, policing, editing, or monitoring Content (including User Submissions). The Company (or its Affiliates) may elect, but is not obligated, to monitor, electronically or otherwise, areas of the Web Site and may disclose any Content (including User Submissions), records, or electronic communication of any kind and information you provide to the Company or its Affiliates, through the Web Site or otherwise (i) when we believe disclosure to be appropriate to comply with any law, regulation, or government or law enforcement request or to comply with judicial process; or (ii) if such disclosure is necessary or appropriate to operate the Web Site; or (iii) to protect the rights or property of the Company, users of the Web Site, Affiliates, subscribers, customers, recipients, Sponsors, Providers, Licensors, or Merchants. Subject to the "Copyright Agent" provisions above, if notified of allegedly infringing, defamatory, damaging, illegal, or offensive Content, the Company may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such Content from the Web Site.

The Company reserves the right to prohibit or remove conduct, communication, or Content (including User Submissions) that it deems in its sole discretion to be harmful to users of the Web Site, subscribers, customers, recipients, Providers, Merchants, Sponsors, or Licensors, content or service providers, the Company or its Affiliates, or any rights of the Company or any third party, or to violate any applicable law. Notwithstanding the foregoing, neither the Company, nor its Affiliates, Providers, Merchants, Sponsors, or Licensors can ensure prompt editing or removal of questionable Content after online posting. Accordingly, neither the Company, nor its Affiliates, nor any of their respective officers, directors, employees, agents or employees, nor any Provider, Merchant, Sponsor, or Licensor shall assume liability for any action or inaction with respect to conduct, communication, or Content (including User Submissions) on the Web Site.

Online Conduct

Any conduct by you that in the Company's sole discretion restricts or inhibits any other user from using or enjoying the Web Site will not be permitted. You agree to use the Web Site in accordance with these Terms of Use and only for lawful purposes.

You agree that you will not use the Web Site to send unsolicited advertising, promotional material, or other forms of solicitation to other users, except in specified areas, if any, that are specifically designated for such a purpose. The provisions of these Terms of Use are for the benefit of the Company, its Affiliates and the Web Site Providers, Merchants, Sponsors and Licensors, and each shall have the right to assert and enforce such provisions directly against the violator on its own behalf.

Privacy Policy

We recognize and respect the importance of maintaining the privacy of our users, customers and subscribers and have established a privacy policy as a result. In our Privacy Policy, which constitutes part of these Terms of Use, we describe why we gather information from users, customers, and subscribers, what information we collect, how we collect it, what we use the information for and how you can instruct us if you prefer to limit the use of information about you. We encourage you to carefully read our Privacy Policy. To link to our Privacy Policy click below:

Your Security and Privacy

Indemnity

You agree to indemnify, defend and hold harmless the Company, its Affiliates and any of their respective officers, directors, agent or employees, from and against any and all liability, claims, costs and expenses (including without limitation reasonable legal fees and expenses), brought by any third party alleging, arising, related or resulting from your use (or use by any third party using your account) of the Web Site in violation or breach of the Terms of Use.

Termination of Usage

The Company may terminate your access, or suspend your access to all or part of the Web Site, without notice, for any conduct that the Company, in its sole discretion, believes is a violation or breach of these Terms of Use, is in violation of any applicable law or is harmful to the interests of another user, customer, recipient, subscriber, a third-party Provider, Merchant, Sponsor, Licensor, content or service provider, the Company or its Affiliates.

Applicable Laws

The Web Site is controlled by the Company from its offices within the United States of America. The Company makes no representation that this Web Site or the Content is appropriate or available for use in other locations, and access to them from territories where Content is illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Any claim relating to this Web Site, the services provided through this Web Site or the Content shall be governed by the internal substantive laws of the State of New York without regard to its conflict of laws principals. The exclusive venue and jurisdiction for all claims and disputes arising under the Terms of Use or in connection with this Web Site shall be the appropriate state or federal courts located in Nassau or Suffolk counties in the State of New York and you and we hereby submit to the exclusive jurisdiction of these courts.

Acknowledgment and Changes

This Agreement represents the entire understanding between you and the Company regarding your relationship with the Company and use of the Web Site and supersedes any prior statements or representations. YOU AGREE TO BE BOUND BY THE TERMS OF USE by accessing any areas of the Web Site.

We reserve the right to change the Terms of Use at any time. If we make any change to the Terms of Use, we will post those changes on this, or any other appropriate page, and they will become effective upon the later of 1) the date specified by the Company, if any, or 2) the posting. By accessing the Web Site after changes are made to the Terms of Use and posted on the Web Site, you agree to be legally bound and to abide by the amended terms.