These Terms of Use apply to any website, application, or other digital site (each a “Site”) owned or operated by or for Brathwait Watches, Inc. including each Site on which these Terms of Use are posted, and the official ecommerce and after sales service Sites associated with a Brathwait Watches Store or any Brathwait Watches brands.

Effective Date: July 17th, 2019

INTRODUCTION

Thank you for visiting our Site. Brathwait Watches offers this Site, including all content, information, tools, and services available from this Site (the “Site Properties”) to you, the user, conditioned upon your acceptance of the following terms and conditions (together with all other terms, conditions, policies, documents, and notices expressly incorporated by reference, the “Terms of Use”). Your use of this Site constitutes your agreement to these Terms of Use. Accordingly, if you do not agree to these Terms of Use, you must immediately stop accessing, browsing, or otherwise using this Site. By continuing to access, browse, or use this Site, you are acknowledging and representing to us that you have agreed to be bound by all of the terms and conditions stated, you are of legal age to form a binding contract with us, and you have the authority to enter into and bind yourself to these Terms of Use.

PRODUCT AND SERVICE OFFERINGS

Please refer to the Terms & Conditions, which set forth our respective obligations in connection with products and services offered for sale on the Site.

ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION ON THIS SITE

We are not responsible if information made available on this Site is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this Site is at your own risk. This Site may contain certain historical information. Historical information necessarily is not current and is provided for your reference only. We reserve the right to modify the content of this Site at any time, but we have no obligation to update any information on the Site. You agree that it is your responsibility to monitor changes to the Site. Some items may appear slightly larger or smaller than actual size due to screen defaults and photography techniques. Other items may be represented at a larger than actual size in order to clearly show details, or smaller than actual size in order to show the entire item.

FEATURES AND FUNCTIONALITY PROVIDED BY THIRD PARTIES; THIRD-PARTY TERMS

Certain elements of the content, features and functionality on the Site may be owned and operated by third parties (collectively, “Third-Party Providers”). Your use of and interaction with such content, features and functionality (collectively, “Third-Party Content”) may be subject to separate terms and conditions. In that event, you acknowledge that you will be subject to and comply with the terms of use offered by such Third-Party Providers. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE OR OTHERWISE LIABLE FOR THIRD-PARTY CONTENT OR THE ACTS OR OMISSIONS OF THIRD-PARTY PROVIDERS AND THAT ANY CLAIMS OR OTHER CAUSES OF ACTION AVAILABLE TO YOU IN CONNECTION WITH EITHER OF THE FOREGOING WILL BE BROUGHT AGAINST THE APPLICABLE THIRD-PARTY PROVIDER(S) AND NOT US.

USE OF MATERIALS ON THE SITE

All content on this Site (including, without limitation, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof), is the exclusive property of and owned by us or our content providers and is protected by copyright, trademark and other applicable laws. You may access, copy, download and print the material contained on the Site for your personal and non-commercial use, provided you do not modify or delete any copyright, trademark or other proprietary notice that appears on the material you access, copy, download or print. Any other use of content on the Site, including but not limited to the modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the Site, or use of the Site for purposes competitive to us, is expressly prohibited. You agree to abide by all additional restrictions displayed on the Site as it may be updated from time to time. We, or our content providers, retain full and complete title to the material provided on the Site, including all associated intellectual property rights, and provide this material to you under a license that is revocable at any time in our sole discretion. We neither warrant nor represent that your use of materials on this Site will not infringe rights of third parties not affiliated with us.

You may not use contact information provided on the Site for unauthorized purposes, including marketing. You may not use any hardware or software intended to damage or interfere with the proper working of the Site or to surreptitiously intercept any system, data or personal information from the Site. You may not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) that “scrape” or download data from any pages contained in the Site (except that we grant the operators of public search engine revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). You may not access the Site Properties in order to build a similar or competitive website, application, or service. You agree not to interrupt or attempt to interrupt the operation of the Site in any way including, without limitation, by violating or attempting to violate any security features of Site Properties, introducing viruses, worms, or similar harmful code into Site Properties, or interfering or attempting to interfere with use of Site Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Site Properties.

We reserve the right, in our sole discretion, to limit or terminate your access to or use of the Site at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which we may be entitled at law or in equity.

MATERIALS YOU SUBMIT

You acknowledge that you are responsible for any material you may submit via the Site, including the legality, reliability, appropriateness, originality and copyright of any such material. You may not upload to, distribute or otherwise publish through this Site any content that (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of unauthorized or unsolicited advertising, junk or bulk email, or “spam.” You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Site, including using the Site to conduct any type of commercial activity, including contests, sweepstakes, barter, advertising, or pyramid schemes.

If you do submit material, and unless we otherwise agree in writing, you grant us and our affiliates an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such material throughout the world in any media. You further agree that we are free to use any ideas, concepts, and know-how that you or individuals acting on your behalf provide to us. You grant us and our subsidiaries and affiliates the right to use the name you submit in connection with such material, if we so choose. You represent and warrant that you own or otherwise control all the rights to the content you post; that the content is accurate; that use of the content you supply does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify us, our subsidiaries and affiliates, our employees, agents, and representatives, and our licensees and service providers, and each of their predecessors and successors in interest (collectively, the “Covered Entities”), for all claims resulting from content you supply.

With respect to any material you submit, we have the right to:

• Remove or refuse to post any such material for any or no reason in our sole discretion;
• Take any action with respect to any such material that we deem necessary or appropriate in our sole discretion, including, if we believe that such material violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for us;
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
• Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Site; and/or
• Terminate or suspend your access to all or part of the Site for any or no reason, including any violation of these Terms of Use

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS US AND ALL COVERED ENTITIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot/do not undertake to review all material before it is posted on the Site, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

INTERACTIONS WITH OTHER USERS

You are solely responsible for your interactions with other users of the Site and any other parties with whom you interact through the Site; provided, however, that we reserve the right, but have no obligation, to intercede in such disputes. You agree that we will not be responsible for any liability incurred as the result of such interactions.

Site Properties may contain user content provided by other users. We are not responsible for and do not control user content. We have no obligation to review or monitor, and we do not approve, endorse or make any representations or warranties with respect to user content. You use all user content and interact with other users at your own risk.

LINKS; RELEASES

This Site may contain links to other websites, some of which are operated by us or our affiliates and others of which are operated by third parties. These links are provided as a convenience to you and as an additional avenue of access to the information contained therein. We have not reviewed all the information on those other sites and are not responsible for the content of those or any other sites or any products or services that may be offered through those or any other sites. Inclusion of links to other sites should not be viewed as an endorsement of the content of linked sites.

When you click on a link, we will not warn you that you have left our Site and are subject to the terms and conditions (including privacy policies) of another website or destination. You should review applicable terms and policies of any third-party sites and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. You use all links in third-party sites at your own risk. We are not responsible for any losses, damages or other liabilities incurred as a result of your use of any linked sites.

TRADEMARKS AND COPYRIGHTS

Trademarks, logos and service marks displayed on this Site are registered and unregistered trademarks of us or our content providers, or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. Nothing on this Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Site without the owner’s prior written permission, except as otherwise described herein. We reserve all rights not expressly granted in and to the Site and its content.

FEEDBACK

You agree that submission of any ideas, suggestions, documents, and/or proposals to us (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Site Properties.

INFRINGEMENT NOTICE

You are hereby informed that we have adopted and reasonably implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders of our system or network who are repeat copyright infringers. If you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, you may notify our copyright agent:

Brathwait Watches, Inc.

Compliance Department

Email: compliance@brathwait.com

To be effective, your notification must (i) be in writing, (ii) be provided to our copyright agent, and (iii) include substantially the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted 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;
• 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 the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• 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
• A statement that the information in the notification is 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.
• We are under no obligation to post, forward, transmit, distribute or otherwise provide any material available on this Site, including material you provide to us, and so we have an absolute right to remove any material from the Site in our sole discretion at any time.

DISCLAIMERS

YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE, RELIABLE, USEFUL, OR TIMELY. IF YOU DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND.

In certain jurisdictions, the law may not permit the disclaimer of warranties, so the above disclaimer may not apply to you.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY AUTHORIZED OR UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK AND THAT THE SITE IS MADE AVAILABLE TO YOU AT NO CHARGE. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY OF THE COVERED ENTITIES INCLUDING THIRD-PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THIS SITE, OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, OUR REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE, ANY OF THE COVERED ENTITES, OR THIRD-PARTY CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER WE NOR ANY OF THE COVERED ENTITIES OR THIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH US, ANY OF THE COVERED ENTITIES OR THIRD-PARTY CONTENT PROVIDERS, IS TO DISCONTINUE YOUR USE OF THE SITE. YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

Because some jurisdictions do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of liability for consequential or incidental damages, all or a portion of the above limitation may not apply to you.

RELEASE OF CLAIMS; INDEMNIFICATION

You hereby release us and all Covered Entities from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of any of our Sites, linked Sites, or interactions with other users.If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

You agree to indemnify, defend and hold harmless Brathwait Watches, Inc., the Covered Entities, and each of their affiliates, officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of the Site or any linked Site, any information or other content you supply, any interactions with other users, and any violation of these Terms of Use. Without limiting the foregoing, if you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defense of such matter.

OTHER TERMS

Sections 2, 11, 12, and 15 through 19 of the Terms & Conditions are expressly incorporated into these Terms of Use by reference.

CHANGES TO THESE TERMS OF USE

We reserve the right, at our sole discretion, to change, modify, add or remove any portion of these Terms of Use, in whole or in part, at any time, by posting revised terms on the Site. It is your responsibility to check periodically for any changes we make to the Terms of Use. Your continued use of the Site after any changes to the Terms of Use or other policies means you accept the changes.